Common use of Investigation; No Other Representations Clause in Contracts

Investigation; No Other Representations. (a) Acquiror and PropCo each has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Acquired Interests and is capable of bearing the economic risk of such investment. Acquiror and PropCo are each an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. PropCo is acquiring the Acquired Interests for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Acquired Interests. Neither Acquiror nor PropCo is a party to any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Acquired Interests in violation of applicable Law. Acquiror and PropCo acknowledge and understand that (i) the acceptance of the Acquired Interests has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Acquired Interests will, upon their contribution by Contributors, be characterized as “restricted securities” under state and federal securities Laws. Acquiror and PropCo agree that the Acquired Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws. (b) Acquiror, on its behalf and on behalf of PropCo, (i) has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Company, and (ii) has been furnished with or given full access to such documents and information about the Company and its respective businesses and operations as it and its representatives and advisors have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Acquiror, on its behalf and on behalf of PropCo, has received all materials relating to the business of the Company that it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Company or Contributors herein or to otherwise evaluate the merits of the transactions contemplated hereby. Contributors and the Company have answered to Acquiror’s satisfaction all inquiries that Acquiror and its representatives and advisors have made on its behalf or on behalf of PropCo concerning the business of the Company or otherwise relating to the transactions contemplated hereby. (c) In entering into this Agreement, Acquiror has relied solely upon its own investigation and analysis and the representations and warranties of the Company and Contributors expressly contained in Article 3 and Article 4, respectively, and the Company Certificate and Acquiror acknowledges that, other than as set forth in this Agreement (as modified by the Schedules) and the certificates or other instruments delivered pursuant hereto, none of Contributors, the Company or any of their respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, (x) as to the accuracy or completeness of any of the information provided or made available to Acquiror or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement (other than, for the avoidance of doubt, as set forth in this Agreement) or (y) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company heretofore or hereafter delivered to or made available to Acquiror or any of its respective agents, representatives, lenders or Affiliates. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations are not and shall not be deemed to be or to include representations or warranties of the Company or Contributors (other than, for the avoidance of doubt, as set forth in this Agreement as modified by the Schedules), and are not and shall not be deemed to be relied upon by Acquiror in executing, delivering and performing this Agreement and the transactions contemplated hereby.

Investigation; No Other Representations. (a) Acquiror and PropCo each has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Acquired Interests and is capable of bearing the economic risk of such investment. Acquiror and PropCo are each an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. PropCo is acquiring the Acquired Interests for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Acquired Interests. Neither Acquiror nor PropCo is a party to any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Acquired Interests in violation of applicable Law. Acquiror and PropCo acknowledge and understand that (i) the acceptance of the Acquired Interests has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Acquired Interests will, upon their contribution by ContributorsContributor, be characterized as “restricted securities” under state and federal securities Laws. Acquiror and PropCo agree that the Acquired Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws. (b) Acquiror, on its behalf and on behalf of PropCo, (i) has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the CompanySubject Entities and the Contributor Group (with respect to the SUN Retail Assets), and (ii) has been furnished with or given full access to such documents and information about the Company Subject Entities and its their respective businesses and operations operations, and the SUN Retail Business, as it and its representatives and advisors have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Acquiror, on its behalf and on behalf of PropCo, has received all materials relating to the business of the Company Subject Entities and the SUN Retail Business that it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Company Subject Entities or Contributors Contributor herein or to otherwise evaluate the merits of the transactions contemplated hereby. Contributors Contributor, Contributor Group and the Company Subject Entities have answered to Acquiror’s satisfaction all inquiries that Acquiror and its representatives and advisors have made on its behalf or on behalf of PropCo concerning the business of the Company Subject Entities and the SUN Retail Business or otherwise relating to the transactions contemplated hereby. (c) In entering into this Agreement, Acquiror has relied solely upon its own investigation and analysis and the representations and warranties of Contributor, the Company Subject Entities, Retail Parent and Contributors the Contributor Group expressly contained in Article 3 3, Article 4 and Article 45, respectively, and the Company Certificate and Acquiror acknowledges that, other than as set forth in this Agreement (as modified by the Schedules) and the certificates or other instruments delivered pursuant hereto, none of Contributorsthe Subject Entities, the Company Contributor Group, Retail Parent, Contributor, or any of their respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, (x) as to the accuracy or completeness of any of the information provided or made available to Acquiror or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement (other than, for the avoidance of doubt, as set forth in this Agreement) or (y) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company Subject Entities heretofore or hereafter delivered to or made available to Acquiror or any of its respective agents, representatives, lenders or Affiliates. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations are not and shall not be deemed to be or to include representations or warranties of the Company Subject Entities, the Contributor Group, Retail Parent or Contributors Contributor (other than, for the avoidance of doubt, as set forth in this Agreement as modified by the Schedules), and are not and shall not be deemed to be relied upon by Acquiror in executing, delivering and performing this Agreement and the transactions contemplated hereby.

Investigation; No Other Representations. (a) Acquiror and PropCo each Contributor has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Acquired Interests Unit Consideration and is capable of bearing the economic risk of such investment. Acquiror and PropCo are each Contributor is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. PropCo Contributor is acquiring the Acquired Interests Unit Consideration for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Acquired InterestsUnit Consideration. Neither Acquiror nor PropCo Contributor is not a party to any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Acquired Interests Unit Consideration in violation of applicable Law. Acquiror Contributor acknowledges and PropCo acknowledge and understand understands that (i) the acceptance acquisition of the Acquired Interests Unit Consideration has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Acquired Interests Unit Consideration will, upon their contribution the issuance by ContributorsAcquiror, be characterized as “restricted securities” under state and federal securities Laws. Acquiror and PropCo agree Contributor agrees that the Acquired Interests Unit Consideration may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws. (b) Acquiror, on its behalf and on behalf of PropCo, Contributor (i) has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the CompanyAcquiror Group, and (ii) has been furnished with or given full access to such documents and information about the Company Acquiror Group and its their respective businesses and operations as it and its representatives and advisors have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Acquiror, on its behalf and on behalf of PropCo, Contributor has received all materials relating to the business of the Company Acquiror Group that it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Company or Contributors Acquiror herein or to otherwise evaluate the merits of the transactions contemplated hereby. Contributors and the Company have Acquiror has answered to AcquirorContributor’s satisfaction all inquiries that Acquiror Contributor and its representatives and advisors have made on its behalf or on behalf of PropCo concerning the business of the Company Acquiror Group or otherwise relating to the transactions contemplated hereby. (c) In entering into this Agreement, Acquiror Contributor has relied solely upon its own investigation and analysis and the representations and warranties of the Company and Contributors Acquiror Parties expressly contained in Article 3 and Article 4, respectively, 6 and the Company Acquiror Certificate and Acquiror Contributor acknowledges that, other than as set forth in this Agreement (as modified by the Schedules) and the certificates or other instruments delivered pursuant hereto, none of ContributorsAcquiror, the Company members of the Acquiror Group or any of their respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, (x) as to the accuracy or completeness of any of the information provided or made available to Acquiror Contributor or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement (other than, for the avoidance of doubt, as set forth in this Agreement) or (y) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of any member of the Company Acquiror Group heretofore or hereafter delivered to or made available to Acquiror Contributor or any of its respective agents, representatives, lenders or Affiliates. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations are not and shall not be deemed to be or to include representations or warranties of any member of the Company Acquiror Group or Contributors Acquiror (other than, for the avoidance of doubt, as set forth in this Agreement as modified by the Schedules), and are not and shall not be deemed to be relied upon by Acquiror such Contributor in executing, delivering and performing this Agreement and the transactions contemplated hereby.

Investigation; No Other Representations. (a) Acquiror and PropCo each Seller has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Acquired Interests Unit Consideration and is capable of bearing the economic risk of such investment. Acquiror and PropCo are each Seller is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. PropCo Seller is acquiring the Acquired Interests Unit Consideration for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Acquired InterestsUnit Consideration. Neither Acquiror nor PropCo Seller is not a party to any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Acquired Interests Unit Consideration in violation of applicable Law. Acquiror Seller acknowledges and PropCo acknowledge and understand understands that (i) the acceptance acquisition of the Acquired Interests Unit Consideration has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Acquired Interests Unit Consideration will, upon their contribution the issuance by ContributorsBuyer, be characterized as “restricted securities” under state and federal securities Laws. Acquiror and PropCo agree Seller agrees that the Acquired Interests Unit Consideration may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws. (b) Acquiror, on its behalf and on behalf of PropCo, Seller (i) has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the CompanyBuyer Group, and (ii) has been furnished with or given full access to such documents and information about the Company Buyer Group and its their respective businesses and operations as it and its representatives and advisors have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Acquiror, on its behalf and on behalf of PropCo, Seller has received all materials relating to the business of the Company Buyer Group that it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Company or Contributors Buyer herein or to otherwise evaluate the merits of the transactions contemplated hereby. Contributors and the Company have Buyer has answered to AcquirorSeller’s satisfaction all inquiries that Acquiror Seller and its representatives and advisors have made on its behalf or on behalf of PropCo concerning the business of the Company Buyer Group or otherwise relating to the transactions contemplated hereby. (c) In entering into this Agreement, Acquiror Seller has relied solely upon its own investigation and analysis and the representations and warranties of the Company and Contributors Buyer expressly contained in Article 3 and Article 4, respectively, 5 and the Company Buyer Certificate and Acquiror Seller acknowledges that, other than as set forth in this Agreement (as modified by the Schedules) and the certificates or other instruments delivered pursuant hereto, none of ContributorsBuyer, the Company members of the Buyer Group or any of their respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, (x) as to the accuracy or completeness of any of the information provided or made available to Acquiror Seller or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement (other than, for the avoidance of doubt, as set forth in this Agreement) or (y) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of any member of the Company Buyer Group heretofore or hereafter delivered to or made available to Acquiror Seller or any of its respective agents, representatives, lenders or Affiliates. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations are not and shall not be deemed to be or to include representations or warranties of any member of the Company Buyer Group or Contributors Buyer (other than, for the avoidance of doubt, as set forth in this Agreement as modified by the Schedules), and are not and shall not be deemed to be relied upon by Acquiror Seller in executing, delivering and performing this Agreement and the transactions contemplated hereby.

Investigation; No Other Representations. (a) Acquiror and PropCo SPOC each has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Acquired Interests and is capable of bearing the economic risk of such investment. Acquiror and PropCo SPOC are each an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. PropCo SPOC is acquiring the Acquired Interests for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Acquired Interests. Neither Acquiror nor PropCo SPOC is a party to any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Acquired Interests in violation of applicable Law. Acquiror and PropCo SPOC acknowledge and understand that (i) the acceptance of the Acquired Interests has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Acquired Interests will, upon their contribution by ContributorsContributor, be characterized as “restricted securities” under state and federal securities Laws. Acquiror and PropCo SPOC agree that the Acquired Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws. (b) Acquiror, on its behalf and on behalf of PropCoSPOC, (i) has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Company, and (ii) has been furnished with or given full access to such documents and information about the Company and its respective businesses and operations as it and its representatives and advisors have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Acquiror, on its behalf and on behalf of PropCoSPOC, has received all materials relating to the business of the Company that it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Company or Contributors Contributor herein or to otherwise evaluate the merits of the transactions contemplated hereby. Contributors Contributor and the Company have answered to Acquiror’s satisfaction all inquiries that Acquiror and its representatives and advisors have made on its behalf or on behalf of PropCo SPOC concerning the business of the Company or otherwise relating to the transactions contemplated hereby. (c) In entering into this Agreement, Acquiror has relied solely upon its own investigation and analysis and the representations and warranties of the Company and Contributors Contributor expressly contained in Article 3 and Article 4, respectively, and the Company Certificate and Acquiror acknowledges that, other than as set forth in this Agreement (as modified by the Schedules) and the certificates or other instruments delivered pursuant hereto, none of ContributorsContributor, the Company or any of their respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, (x) as to the accuracy or completeness of any of the information provided or made available to Acquiror or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement (other than, for the avoidance of doubt, as set forth in this Agreement) or (y) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company heretofore or hereafter delivered to or made available to Acquiror or any of its respective agents, representatives, lenders or Affiliates. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations are not and shall not be deemed to be or to include representations or warranties of the Company or Contributors Contributor (other than, for the avoidance of doubt, as set forth in this Agreement as modified by the Schedules), and are not and shall not be deemed to be relied upon by Acquiror in executing, delivering and performing this Agreement and the transactions contemplated hereby.

Investigation; No Other Representations. (a) Acquiror and PropCo each Buyer has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Acquired Membership Interests and is capable of bearing the economic risk of such investment. Acquiror and PropCo are each Buyer is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. PropCo Buyer is acquiring the Acquired Membership Interests for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Acquired Membership Interests. Neither Acquiror nor PropCo Buyer is not a party to any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Acquired Membership Interests in violation of applicable Law. Acquiror Buyer acknowledges and PropCo acknowledge and understand understands that (i) the acceptance acquisition of the Acquired Membership Interests has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Acquired Membership Interests will, upon their contribution sale by ContributorsSeller, be characterized as “restricted securities” under state and federal securities Laws. Acquiror and PropCo agree Buyer agrees that the Acquired Membership Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws. (b) Acquiror, on its behalf and on behalf of PropCo, Buyer (i) has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the CompanyGroup Companies, and (ii) has been furnished with or given full access to such documents and information about the Company Group Companies and its their respective businesses and operations as it and its representatives and advisors have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Acquiror, on its behalf and on behalf of PropCo, Buyer has received all materials relating to the business of the Company Group Companies that it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Company or Contributors Seller herein or to otherwise evaluate the merits of the transactions contemplated hereby. Contributors Seller and the Company have answered to AcquirorBuyer’s satisfaction all inquiries that Acquiror Buyer and its representatives and advisors have made on its behalf or on behalf of PropCo concerning the business of the Company Group Companies or otherwise relating to the transactions contemplated hereby. (c) In entering into this Agreement, Acquiror Buyer has relied solely upon its own investigation and analysis and the representations and warranties of the Company and Contributors Seller expressly contained in Article 3 and Article 4, respectively, and the Company Certificate and Acquiror Buyer acknowledges that, other than as set forth in this Agreement (as modified by the Schedules) and the certificates or other instruments delivered pursuant hereto, none of ContributorsSeller, the Company Group Companies or any of their respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, (x) as to the accuracy or completeness of any of the information provided or made available to Acquiror Buyer or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement (other than, for the avoidance of doubt, as set forth in this Agreement) or (y) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the any Group Company heretofore or hereafter delivered to or made available to Acquiror Buyer or any of its respective agents, representatives, lenders or Affiliates. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations are not and shall not be deemed to be or to include representations or warranties of the any Group Company or Contributors Seller (other than, for the avoidance of doubt, as set forth in this Agreement as modified by the Schedules), and are not and shall not be deemed to be relied upon by Acquiror Buyer in executing, delivering and performing this Agreement and the transactions contemplated hereby.

Investigation; No Other Representations. (a) Acquiror and PropCo each Contributor has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Acquired Interests Unit Consideration and is capable of bearing the economic risk of such investment. Acquiror and PropCo are each Contributor is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. PropCo Contributor is acquiring the Acquired Interests Unit Consideration for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Acquired InterestsUnit Consideration. Neither Acquiror nor PropCo Contributor is not a party to any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Acquired Interests Unit Consideration in violation of applicable Law. Acquiror Contributor acknowledges and PropCo acknowledge and understand understands that (i) the acceptance acquisition of the Acquired Interests Unit Consideration has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Acquired Interests Unit Consideration will, upon their contribution the issuance by ContributorsAcquiror, be characterized as “restricted securities” under state and federal securities Laws. Acquiror and PropCo agree Contributor agrees that the Acquired Interests Unit Consideration may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws. (b) Acquiror, on its behalf and on behalf of PropCo, Contributor (i) has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the CompanyAcquiror Group, and (ii) has been furnished with or given full access to such documents and information about the Company Acquiror Group and its their respective businesses and operations as it and its representatives and advisors have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Acquiror, on its behalf and on behalf of PropCo, Contributor has received all materials relating to the business of the Company Acquiror Group that it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Company or Contributors Acquiror herein or to otherwise evaluate the merits of the transactions contemplated hereby. Contributors and the Company have Acquiror has answered to AcquirorContributor’s satisfaction all inquiries that Acquiror Contributor and its representatives and advisors have made on its behalf or on behalf of PropCo concerning the business of the Company Acquiror Group or otherwise relating to the transactions contemplated hereby. (c) In entering into this Agreement, Acquiror Contributor has relied solely upon its own investigation and analysis and the representations and warranties of the Company and Contributors Acquiror expressly contained in Article 3 and Article 4, respectively, 5 and the Company Acquiror Certificate and Acquiror Contributor acknowledges that, other than as set forth in this Agreement (as modified by the Schedules) and the certificates or other instruments delivered pursuant hereto, none of ContributorsAcquiror, the Company members of the Acquiror Group or any of their respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, (x) as to the accuracy or completeness of any of the information provided or made available to Acquiror Contributor or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement (other than, for the avoidance of doubt, as set forth in this Agreement) or (y) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of any member of the Company Acquiror Group heretofore or hereafter delivered to or made available to Acquiror Contributor or any of its respective agents, representatives, lenders or Affiliates. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations are not and shall not be deemed to be or to include representations or warranties of any member of the Company Acquiror Group or Contributors Acquiror (other than, for the avoidance of doubt, as set forth in this Agreement as modified by the Schedules), and are not and shall not be deemed to be relied upon by Acquiror Contributor in executing, delivering and performing this Agreement and the transactions contemplated hereby.

Investigation; No Other Representations. (a) Acquiror and PropCo each Such Contributor has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Acquired Interests Unit Consideration and is capable of bearing the economic risk of such investment. Acquiror and PropCo are each Such Contributor is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. PropCo Such Contributor is acquiring the Acquired Interests Unit Consideration for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Acquired InterestsUnit Consideration. Neither Acquiror nor PropCo Such Contributor is not a party to any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Acquired Interests Unit Consideration in violation of applicable Law. Acquiror Such Contributor acknowledges and PropCo acknowledge and understand understands that (i) the acceptance acquisition of the Acquired Interests Unit Consideration has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Acquired Interests Unit Consideration will, upon their contribution the issuance by ContributorsAcquiror, be characterized as “restricted securities” under state and federal securities Laws. Acquiror and PropCo agree Such Contributor agrees that the Acquired Interests Unit Consideration may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws. (b) Acquiror, on its behalf and on behalf of PropCo, Such Contributor (i) has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the CompanyAcquiror Group, and (ii) has been furnished with or given full access to such documents and information about the Company Acquiror Group and its their respective businesses and operations as it and its representatives and advisors have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Acquiror, on its behalf and on behalf of PropCo, Such Contributor has received all materials relating to the business of the Company Acquiror Group that it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Company or Contributors Acquiror herein or to otherwise evaluate the merits of the transactions contemplated hereby. Contributors and the Company have Acquiror has answered to Acquirorsuch Contributor’s satisfaction all inquiries that Acquiror such Contributor and its representatives and advisors have made on its behalf or on behalf of PropCo concerning the business of the Company Acquiror Group or otherwise relating to the transactions contemplated hereby. (c) In entering into this Agreement, Acquiror such Contributor has relied solely upon its own investigation and analysis and the representations and warranties of the Company and Contributors Acquiror Parties expressly contained in Article 3 and Article 4, respectively, 5 and the Company Acquiror Certificate and Acquiror such Contributor acknowledges that, other than as set forth in this Agreement (as modified by the Schedules) and the certificates or other instruments delivered pursuant hereto, none of ContributorsAcquiror, the Company members of the Acquiror Group or any of their respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, (x) as to the accuracy or completeness of any of the information provided or made available to Acquiror such Contributor or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement (other than, for the avoidance of doubt, as set forth in this Agreement) or (y) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of any member of the Company Acquiror Group heretofore or hereafter delivered to or made available to Acquiror such Contributor or any of its respective agents, representatives, lenders or Affiliates. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations are not and shall not be deemed to be or to include representations or warranties of any member of the Company Acquiror Group or Contributors Acquiror (other than, for the avoidance of doubt, as set forth in this Agreement as modified by the Schedules), and are not and shall not be deemed to be relied upon by Acquiror such Contributor in executing, delivering and performing this Agreement and the transactions contemplated hereby.

Investigation; No Other Representations. (a) Acquiror Each of Parent and PropCo each has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Acquired Interests and is capable of bearing the economic risk of such investment. Acquiror and PropCo are each an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. PropCo is acquiring the Acquired Interests for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Acquired Interests. Neither Acquiror nor PropCo is a party to any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Acquired Interests in violation of applicable Law. Acquiror and PropCo acknowledge and understand that (i) the acceptance of the Acquired Interests has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Acquired Interests will, upon their contribution by Contributors, be characterized as “restricted securities” under state and federal securities Laws. Acquiror and PropCo agree that the Acquired Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws. (b) Acquiror, on its behalf and on behalf of PropCo, (i) Merger Sub has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, of the business, operations, assets, conditionContracts, operations Intellectual Property, real estate, technology, Liabilities, results of operations, financial condition and prospects of the CompanyCompany and its Subsidiaries, and (ii) has been furnished with or given full each of them acknowledges that it and its Representatives have received access to such documents certain books and information about records, facilities, equipment, Contracts and other assets of the Company and its respective businesses and operations as Subsidiaries that it and its representatives Representatives have requested to review and advisors that it and its Representatives have deemed necessary had the opportunity to enable it meet with the management of the Company and to make an informed decision with respect discuss the business and assets of the Company and its Subsidiaries. Parent and Merger Sub acknowledge and agree that, except for the representations and warranties expressly set forth in Article IV (as qualified by the Company Disclosure Letter) or any certificate delivered by the Company pursuant to the execution, delivery and performance of this Agreement (a) the Company does not make, or has not made, and the transactions contemplated hereby. Acquirorneither Parent nor Merger Sub has relied on, on its behalf and on behalf of PropCo, has received all materials any express or implied representations or warranties relating to the business of Company, its Subsidiaries or their respective businesses or otherwise, (b) no Person has been authorized by the Company that it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of make any representation or warranty made by the Company relating to it or Contributors herein or to otherwise evaluate the merits of the transactions contemplated hereby. Contributors and the Company have answered to Acquiror’s satisfaction all inquiries that Acquiror and its representatives and advisors have made on its behalf or on behalf of PropCo concerning the business of the Company or otherwise relating to in connection with the transactions contemplated hereby. (c) In entering into this Agreement, Acquiror has relied solely upon its own investigation and analysis and the representations and warranties of the Company and Contributors expressly contained in Article 3 and Article 4, respectivelyTransactions, and the Company Certificate if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party. Parent and Acquiror acknowledges thatMerger Sub further acknowledge and agree that any estimates, projections, predictions, data, financial information, memoranda, presentations or any other than as set forth in this Agreement (as modified by the Schedules) and the certificates materials or other instruments delivered pursuant hereto, none of Contributors, the Company information provided or addressed to Parent or Merger Sub or any of their respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, (x) as to the accuracy or completeness of any of the information provided or made available to Acquiror or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement (other than, for the avoidance of doubt, as set forth in this Agreement) or (y) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company heretofore or hereafter delivered to or made available to Acquiror or any of its respective agents, representatives, lenders or Affiliates. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations Representatives are not and shall not be deemed to be or to include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article IV or any certificate delivered by the Company pursuant to this Agreement. Without limiting the foregoing, each of Parent and Merger Sub acknowledge and agree that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article IV (as qualified by the Company Disclosure Letter) or in any certificate delivered by the Company pursuant to this Agreement, neither the Company nor any other Person will have or be subject to any Liability or other obligation to Parent, Merger Sub or their Representatives or Affiliates or any other Person resulting from Parent’s, Xxxxxx Sub’s or their Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made ​ available to Parent, Merger Sub or their Representatives or Affiliates, including any information made available in the electronic data room maintained by or on behalf of the Company or Contributors (its Representatives for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other than, for form in connection with the avoidance of doubt, as set forth in this Agreement as modified by the Schedules), and are not and shall not be deemed to be relied upon by Acquiror in executing, delivering and performing this Agreement and the transactions contemplated herebyTransactions.

Investigation; No Other Representations. (a) Acquiror Acquirer acknowledges and PropCo each has such knowledge agrees that the representations and experience in financial and business matters so as to be capable warranties of evaluating the merits and risks of its investment Contributor set forth in the Acquired Interests Transaction Documents constitute the sole and is capable exclusive representations and warranties of bearing the economic risk of such investment. Acquiror and PropCo are each an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. PropCo is acquiring the Acquired Interests for investment for its own account and not with a view toward or for sale Contributor in connection with the transactions contemplated hereby. There are no representations, warranties, covenants, understandings or agreements of Contributor regarding the Company other than those set forth in the Transaction Documents. Except for the representations and warranties of Contributor expressly set forth in the Transaction Documents, Acquirer disclaims reliance on any distribution thereofrepresentations or warranties, either express or with implied, by Contributor, and Acquirer acknowledges and agrees that no material or information provided by or communications made by Contributor, the Company or any present intention of distributing broker, investment banker or selling the Acquired Interests. Neither Acquiror nor PropCo is a party information provided during due diligence (including information in any electronic data room or in response to any Contract information request provided by Acquirer) will cause or arrangement with create any Person warranty, express or implied, as to sellthe liabilities, transfer operations, title, condition, value or grant participations quality of the properties or the prospects (financial or otherwise), risks and other incidents of ownership of the Company and the properties of the Company that is not expressly set forth in the Transaction Documents; provided that, neither the conditions set forth in Section 7.2 nor the right to such Person indemnification, payment, reimbursement or to other remedy based upon any third Personthe representations, warranties, covenants, agreements or other obligations of Contributor herein shall be affected by any investigation conducted or any knowledge acquired by Acquirer at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the Acquired Interests in violation of applicable Lawaccuracy or inaccuracy of, or compliance or non-compliance with, such representation, warranty, covenant, agreement or other obligation. Acquiror and PropCo acknowledge and understand that (i) the acceptance of the Acquired Interests has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Acquired Interests will, upon their contribution by Contributors, be characterized as “restricted securities” under state and federal securities Laws. Acquiror and PropCo agree that the Acquired Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws. (b) Acquiror, on its behalf and on behalf of PropCo, (i) Acquirer has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, of the business, operations, assets, liabilities, results of operations, financial condition, operations technology and prospects of the CompanyCompany and acknowledges that Acquirer has been provided adequate access to personnel, properties, premises and records of the Company for such purpose. ACQUIRER FURTHER ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR SET FORTH IN THIS AGREEMENT TERMINATE AS SET FORTH IN SECTION 9.1 OR UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8.1, AND THAT FOLLOWING SUCH TERMINATION OF THE REPRESENTATIONS AND WARRANTIES, ACQUIRER SHALL HAVE NO RECOURSE WITH RESPECT TO ANY BREACH OF SUCH REPRESENTATIONS AND WARRANTIES, EXCEPT AS PROVIDED IN SECTION 8.2. (b) SUBJECT TO AND WITHOUT IN ANY WAY RESTRICTING OR LIMITING THE REPRESENTATIONS AND WARRANTIES OF ACQUIRER EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER TRANSACTION DOCUMENT, (i) ACQUIRER EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE LIABILITIES, OPERATIONS, TITLE, CONDITION, VALUE OR QUALITY OF THE ASSETS OR PROPERTIES OF ACQUIRER OR THE PROSPECTS (FINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF OWNERSHIP OF ACQUIRER AND ITS ASSETS AND PROPERTIES, AND (ii) has been furnished with or given full access to such documents and information about the Company and its respective businesses and operations as it and its representatives and advisors have deemed necessary to enable it to make an informed decision with respect to the executionACQUIRER SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, delivery and performance of this Agreement and the transactions contemplated herebyUSAGE, OR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE ASSETS OR PROPERTIES OF ACQUIRER, OR ANY PART THEREOF, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. AcquirorNOTHING IN SECTION 3.24(a) OR THE FOREGOING SENTENCE, on its behalf and on behalf of PropCoSHALL BE CONSTRUED OR INTERPRETED TO RESTRICT, has received all materials relating to the business of the Company that it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Company or Contributors herein or to otherwise evaluate the merits of the transactions contemplated hereby. Contributors and the Company have answered to Acquiror’s satisfaction all inquiries that Acquiror and its representatives and advisors have made on its behalf or on behalf of PropCo concerning the business of the Company or otherwise relating to the transactions contemplated herebyLIMIT, DIMINISH OR OTHERWISE ADVERSELY AFFECT CONTRIBUTOR’S RIGHT TO CLAIM BREACH OF ANY REPRESENTATION OR WARRANTY OF ACQUIRER EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER TRANSACTION DOCUMENT AND TO SEEK REMEDY FOR SUCH BREACH PURSUANT TO THE TERMS OF THIS AGREEMENT OR SUCH TRANSACTION DOCUMENT, AS APPLICABLE. (c) In entering into this Agreement, Acquiror has relied solely upon its own investigation and analysis and the representations and warranties of the Company and Contributors expressly contained in Article 3 and Article 4, respectively, and the Company Certificate and Acquiror acknowledges that, other than as set forth in this Agreement (as modified by the Schedules) and the certificates or other instruments delivered pursuant hereto, none of Contributors, the Company or any of their respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, (x) as to the accuracy or completeness of any of the information provided or made available to Acquiror or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement (other than, for the avoidance of doubt, as set forth in this Agreement) or (y) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company heretofore or hereafter delivered to or made available to Acquiror or any of its respective agents, representatives, lenders or Affiliates. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations are not and shall not be deemed to be or to include representations or warranties of the Company or Contributors (other than, for the avoidance of doubt, as set forth in this Agreement as modified by the Schedules), and are not and shall not be deemed to be relied upon by Acquiror in executing, delivering and performing this Agreement and the transactions contemplated hereby.

Investigation; No Other Representations. (a) Acquiror and PropCo each Such Contributor has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Acquired Interests Unit Consideration and is capable of bearing the economic risk of such investment. Acquiror and PropCo are each Such Contributor is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. PropCo Such Contributor is acquiring the Acquired Interests Unit Consideration for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Acquired InterestsUnit Consideration. Neither Acquiror nor PropCo Such Contributor is not a party to any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Acquired Interests Unit Consideration in violation of applicable Law. Acquiror Such Contributor acknowledges and PropCo acknowledge and understand understands that (i) the acceptance acquisition of the Acquired Interests Unit Consideration has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Acquired Interests Unit Consideration will, upon their contribution the issuance by ContributorsAcquiror, be characterized as “restricted securities” under state and federal securities Laws. Acquiror and PropCo agree Such Contributor agrees that the Acquired Interests Unit Consideration may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws. (b) Acquiror, on its behalf and on behalf of PropCo, Such Contributor (i) has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the CompanyAcquiror Group, and (ii) has been furnished with or given full access to such documents and information about the Company Acquiror Group and its their respective businesses and operations as it and its representatives and advisors have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Acquiror, on its behalf and on behalf of PropCo, Such Contributor has received all materials relating to the business of the Company Acquiror Group that it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Company or Contributors Acquiror herein or to otherwise evaluate the merits of the transactions contemplated hereby. Contributors and the Company have Acquiror has answered to Acquirorsuch Contributor’s satisfaction all inquiries that Acquiror such Contributor and its representatives and advisors have made on its behalf or on behalf of PropCo 29 concerning the business of the Company Acquiror Group or otherwise relating to the transactions contemplated hereby. (c) In entering into this Agreement, Acquiror such Contributor has relied solely upon its own investigation and analysis and the representations and warranties of the Company and Contributors Acquiror Parties expressly contained in Article 3 and Article 4, respectively, 5 and the Company Acquiror Certificate and Acquiror such Contributor acknowledges that, other than as set forth in this Agreement (as modified by the Schedules) and the certificates or other instruments delivered pursuant hereto, none of ContributorsAcquiror, the Company members of the Acquiror Group or any of their respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, (x) as to the accuracy or completeness of any of the information provided or made available to Acquiror such Contributor or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement (other than, for the avoidance of doubt, as set forth in this Agreement) or (y) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of any member of the Company Acquiror Group heretofore or hereafter delivered to or made available to Acquiror such Contributor or any of its respective agents, representatives, lenders or Affiliates. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations are not and shall not be deemed to be or to include representations or warranties of any member of the Company Acquiror Group or Contributors Acquiror (other than, for the avoidance of doubt, as set forth in this Agreement as modified by the Schedules), and are not and shall not be deemed to be relied upon by Acquiror such Contributor in executing, delivering and performing this Agreement and the transactions contemplated hereby.