Common use of Limitation of Representations and Warranties Clause in Contracts

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE V, NO PURCHASER PARTY NOR ANY PURCHASER DESIGNEE IS MAKING ANY OTHER REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING ANY MATTER WHATSOEVER, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. THE SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT NEITHER THE PURCHASER PARTIES NOR ANY PURCHASER DESIGNEE HAS MADE, AND THE SELLER PARTIES HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE SELLER PARTIES HEREBY EXPRESSLY WAIVE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE SELLER PARTIES HEREBY EXPRESSLY WAIVE AND RELINQUISH ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST, ANY PURCHASER PARTY OR ANY PURCHASER DESIGNEE AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY OF THE SELLER PARTIES OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF ANY PURCHASER PARTY.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE VExcept for the representations and warranties expressly set forth in this Agreement and the other Transaction Documents, NO Seller is not making and shall not be deemed to have made any other representations or warranties, written or oral, statutory, express or implied, concerning the Units, the Company or the business, assets or liabilities of the Company. PURCHASER PARTY NOR ANY PURCHASER DESIGNEE IS MAKING ANY OTHER REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING ANY MATTER WHATSOEVERACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. THE , SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT NEITHER THE PURCHASER PARTIES NOR ANY PURCHASER DESIGNEE HAS NOT MADE, AND THE SELLER PARTIES HEREBY EXPRESSLY DISCLAIM DISCLAIMS AND NEGATENEGATES, AND THE SELLER PARTIES PURCHASER HEREBY EXPRESSLY WAIVEWAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE SELLER PARTIES PURCHASER HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST, ANY PURCHASER PARTY OR ANY PURCHASER DESIGNEE THE COMPANY, SELLER AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) OR DOCUMENTS HERETOFORE FURNISHED OR MADE AVAILABLE TO ANY OF THE SELLER PARTIES OR THEIR RESPECTIVE AFFILIATES OR PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF THE COMPANY OR SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER THE COMPANY NOR SELLER IS MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER PARTYWITH RESPECT TO ANY FORWARD-LOOKING STATEMENTS OR THE INFORMATION SET FORTH IN ANY SUMMARY, TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR MANAGEMENT PRESENTATION DELIVERED TO PURCHASER OR ITS REPRESENTATIVES.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE VAGREEMENT, NO PURCHASER PARTY NOR ANY PURCHASER DESIGNEE SELLER IS NOT MAKING ANY OTHER REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING ANY MATTER WHATSOEVERSELLER, THE SHARES, OR THE BUSINESS, ASSETS OR LIABILITIES OF SELLER, EXPLORER OR EPSC. SHLX AND BUYER EACH ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. THE SECTION 5, SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT NEITHER THE PURCHASER PARTIES NOR ANY PURCHASER DESIGNEE HAS NOT MADE, AND THE SELLER PARTIES HEREBY EXPRESSLY DISCLAIM DISCLAIMS AND NEGATENEGATES, AND THE SELLER PARTIES BUYER AND SHLX HEREBY EACH EXPRESSLY WAIVEWAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE SELLER PARTIES BUYER AND SHLX EACH HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST, AGAINST ANY PURCHASER SELLER PARTY OR ANY PURCHASER DESIGNEE AND THEIR RESPECTIVE AFFILIATES AND ITS REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY OF THE SELLER PARTIES OR THEIR RESPECTIVE AFFILIATES OR BUYER PARTY AND ITS REPRESENTATIVES BY OR ON BEHALF OF ANY PURCHASER SELLER PARTY OR ANY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL ACT AS A RELEASE OF ANY ACT OF FRAUD BY A PARTY.

Limitation of Representations and Warranties. EXCEPT FOR THE -------------------------------------------- REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE VVI, NO PURCHASER PARTY NOR ANY PURCHASER DESIGNEE EACH SELLER IS NOT ---------- MAKING ANY OTHER REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING ANY MATTER WHATSOEVERSELLER OR THE ASSETS OR LIABILITIES OF ANY SELLER, INCLUDING THE PROJECT AND IT IS UNDERSTOOD THAT PURCHASER, TAKES THE ASSETS "AS IS" AND "WHERE IS." PURCHASER AND PURCHASER PARENT ACKNOWLEDGE THAT EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. THE , EACH SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT NEITHER THE PURCHASER PARTIES NOR ANY PURCHASER DESIGNEE HAS NOT MADE, AND THE EACH SELLER PARTIES HEREBY EXPRESSLY DISCLAIM DISCLAIMS AND NEGATENEGATES, AND THE SELLER PARTIES PURCHASER AND PURCHASER PARENT HEREBY EXPRESSLY WAIVE, ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PURCHASER AND THE SELLER PARTIES PURCHASER PARENT HEREBY EXPRESSLY WAIVE AND RELINQUISH ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST, ANY PURCHASER PARTY OR ANY PURCHASER DESIGNEE AGAINST EACH SELLER AND THEIR RESPECTIVE ITS AFFILIATES AND EACH OF ITS REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, WITH THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY OF THE SELLER PARTIES PURCHASER, PURCHASER PARENT OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES IN CONNECTION THEREWITH. WITHOUT LIMITING THE FOREGOING, EACH SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER PARTYOR PURCHASER PARENT WITH RESPECT TO (I) THE INFORMATION SET FORTH IN THE SUMMARY INFORMATION MEMORANDUM DATED OCTOBER 2005, (II) THE TURBINES OR (III) ANY FINANCIAL PROJECTION OR FORECAST RELATING TO THE PROJECT, ASSETS OR LIABILITIES OF ANY SELLER. WITH RESPECT TO ANY PROJECTION OR FORECAST DELIVERED ON BEHALF OF ANY SELLER TO PURCHASER OR PURCHASER PARENT OR THEIR RESPECTIVE REPRESENTATIVES, PURCHASER AND PURCHASER PARENT ACKNOWLEDGE THAT (I) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, (II) EACH IS FAMILIAR WITH SUCH UNCERTAINTIES, (III) EACH IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL SUCH PROJECTIONS AND FORECASTS FURNISHED TO IT, AND (IV) EACH SHALL HAVE NO CLAIM AGAINST THE SELLER OR ITS AFFILIATES WITH RESPECT THERETO. THE FOREGOING SHALL NOT CONSTITUTE A WAIVER OF ANY CAUSE OF ACTION FOR FRAUD.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE VIV, NO PURCHASER PARTY NEITHER EME NOR ANY PURCHASER DESIGNEE SELLER IS MAKING ANY OTHER REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING THE SHARES, OWNER NOTES, EME GUARANTEES, THE BUSINESS, ASSETS OR LIABILITIES OF ANY MATTER WHATSOEVERACQUIRED COMPANY, THE CONTEMPLATED TRANSACTIONS, OR ANY OTHER MATTER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. , THE SELLER PURCHASER PARTIES EXPRESSLY ACKNOWLEDGE THAT NEITHER THE PURCHASER PARTIES EME NOR ANY PURCHASER DESIGNEE SELLER HAS MADE, AND EME AND THE SELLER PARTIES SELLERS HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE SELLER PURCHASER PARTIES HEREBY EXPRESSLY WAIVE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE SELLER PURCHASER PARTIES HEREBY EXPRESSLY WAIVE AND RELINQUISH ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINSTAGAINST EME, ANY PURCHASER PARTY OR ANY PURCHASER DESIGNEE THE SELLERS AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY OF THE SELLER PURCHASER PARTIES OR THEIR RESPECTIVE ITS AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF EME OR ANY SELLER. NEITHER EME NOR ANY SELLER IS MAKING ANY REPRESENTATION OR WARRANTY TO THE PURCHASER PARTIES WITH RESPECT TO (A) THE INFORMATION INCLUDED ON INTRALINKS, EXCEPT AS EXPLICITLY SET FORTH HEREIN, (B) ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE BUSINESS, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANY, OR (C) ANY OTHER FORWARD LOOKING STATEMENTS INCLUDING THOSE RELATING TO THE BUSINESS, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED HEREIN MADE BY OR ON BEHALF OF A PARTY ARE MADE SOLELY AND EXCLUSIVELY BY OR ON BEHALF OF SUCH PARTY AND NOT BY OR ON BEHALF OF SUCH PARTY'S REPRESENTATIVES (INCLUDING EMPLOYEES) OR ANY OTHER PERSON.

Limitation of Representations and Warranties. (a) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE PLAN OF ARRANGEMENT (INCLUDING SCHEDULE D HERETO) AND, IN PARTICULAR, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY HEREBY EXPRESSLY NEGATES AND DISCLAIMS, AND SHALL NOT BE LIABLE FOR, ANY AND ALL REPRESENTATIONS OR WARRANTIES WHICH MAY HAVE BEEN MADE OR ALLEGED TO HAVE BEEN MADE IN ANY OTHER DOCUMENT OR INSTRUMENT OR IN ANY STATEMENT OR INFORMATION MADE OR COMMUNICATED TO THE PARENT OR THE ACQUIROR OR ANY OF THEIR RELATED PARTIES IN ANY MANNER, EXCEPT FOR THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE PLAN OF ARRANGEMENT (INCLUDING SCHEDULE D HERETO); (b) THE COMPANY HEREBY EXPRESSLY NEGATES AND DISCLAIMS, AND SHALL NOT BE LIABLE FOR, ANY REPRESENTATIONS OR WARRANTIES MADE OR ALLEGED TO HAVE BEEN MADE TO THE PARENT, THE ACQUIROR OR ANY OF THEIR RELATED PARTIES IN THIS AGREEMENT OR OTHERWISE WITH RESPECT TO ANY OF THE FOLLOWING MATTERS: (i) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE VAGREEMENT OR THE PLAN OF ARRANGEMENT (INCLUDING SCHEDULE D HERETO), NO PURCHASER PARTY NOR ANY PURCHASER DESIGNEE IS MAKING DATA OR INFORMATION PROVIDED OR MADE AVAILABLE TO THE PARENT OR THE ACQUIROR BY THE COMPANY’S REPRESENTATIVES IN THE DATA ROOM, ON PLANT OR SITE VISITS, IN MANAGEMENT PRESENTATIONS, IN MEETINGS WITH THE COMPANY’S MANAGEMENT OR EMPLOYEES OR OTHERWISE; (ii) THE VALUE OF THE ASSETS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THE FUTURE CASH FLOW THEREFROM; (iii) EXCEPT AS EXPRESSLY PROVIDED IN SCHEDULE D TO THIS AGREEMENT, THE ENVIRONMENTAL CONDITION OF ANY LANDS OR ASSETS OR ANY ENVIRONMENTAL LIABILITY; (iv) EXCEPT AS EXPRESSLY PROVIDED IN SCHEDULE D TO THIS AGREEMENT, THE QUALITY, CONDITION, FITNESS, MARKETABILITY, MERCHANTABILITY OR SUITABILITY OF USE FOR ANY PURPOSE, OF ANY TANGIBLE, DEPRECIABLE EQUIPMENT OR PROPERTY THAT FORMS PART OF THE COMPANY’S OR ANY OF ITS SUBSIDIARIES’ ASSETS AND TAKES THE SAME WITHOUT ANY OTHER REPRESENTATION OR WARRANTYEXPRESS, WRITTEN OR ORALIMPLIED, STATUTORY, OR OTHER WARRANTY OR REPRESENTATION WHATSOEVER. SUBJECT TO THE COMPANY’S EXPRESS REPRESENTATIONS HEREIN AND IN THE PLAN OF ARRANGEMENT (INCLUDING SCHEDULE D HERETO), THE PARENT AND THE ACQUIROR HAVE INSPECTED, OR IMPLIEDWAIVED (AND UPON THE EFFECTIVE TIME SHALL BE DEEMED TO HAVE WAIVED), CONCERNING THEIR RIGHTS TO INSPECT THE INTERESTS FOR ALL PURPOSES, AND SATISFIED THEMSELVES AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING, BUT NOT LIMITED TO, CONDITIONS SPECIFICALLY RELATED TO THE PRESENCE, RELEASE, OR DISPOSAL OF HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS, OR OTHER MANMADE FIBERS OR NATURALLY OCCURRING RADIOACTIVE MATERIALS (“NORM”) IN, ON, OR UNDER THE INTERESTS. THE PARENT AND THE ACQUIROR ARE RELYING SOLELY UPON THE PARENT’S AND THE ACQUIROR’S OWN INSPECTION OF THE INTERESTS, AND THE PARENT AND THE ACQUIROR SHALL, EXCEPT AS PROVIDED OTHERWISE IN THIS AGREEMENT OR THE PLAN OF ARRANGEMENT, ACCEPT ALL OF THE SAME “AS IS, WHERE IS,” WITHOUT LIMITATION OF THE FOREGOING; (v) EXCEPT AS SET FORTH IN SCHEDULE D TO THIS AGREEMENT, ANY MATTER WHATSOEVER, ENGINEERING OR GEOLOGICAL INFORMATION OR INTERPRETATIONS THEREOF OR ANY ECONOMIC EVALUATIONS; (vi) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. AGREEMENT (INCLUDING SCHEDULE D HERETO), TITLE TO THE SELLER PARTIES ASSETS OF THE COMPANY AND ITS SUBSIDIARIES; (vii) EXCEPT AS EXPRESSLY ACKNOWLEDGE THAT NEITHER THE PURCHASER PARTIES NOR ANY PURCHASER DESIGNEE HAS MADE, AND THE SELLER PARTIES HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE SELLER PARTIES HEREBY EXPRESSLY WAIVEPROVIDED IN THIS AGREEMENT (INCLUDING SCHEDULE D HERETO), ANY REPRESENTATION LIABILITIES OR WARRANTYCLAIMS RELATED TO THE ASSETS OR OPERATIONS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES; (viii) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT (INCLUDING SCHEDULE D HERETO), EXPRESS THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES; OR (ix) THE RATES OF PRODUCTION OF PETROLEUM SUBSTANCES. WITHOUT LIMITATION OF THE FOREGOING, THE COMPANY MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, AT COMMON LAWSTATUTORY, OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF ANY PROJECTIONS NOW, HERETOFORE, OR HEREAFTER FURNISHED OR MADE AVAILABLE TO THE PARENT OR THE ACQUIROR IN CONNECTION WITH THIS AGREEMENT, ANY PRICING ASSUMPTIONS OR QUALITY OR QUANTITY OF RESERVES OF PETROLEUM SUBSTANCES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR THE ABILITY OR POTENTIAL OF THE INTERESTS TO PRODUCE PETROLEUM SUBSTANCES OR THE ENVIRONMENTAL CONDITION OF THE INTERESTS OR ANY OTHER MATERIALS FURNISHED OR MADE AVAILABLE TO THE PARENT OR THE ACQUIROR BY STATUTE THE COMPANY, OR OTHERWISE RELATING TOBY THE COMPANY’S AGENTS OR REPRESENTATIVES. SUBJECT TO THE EXPRESS PROVISIONS OF THIS AGREEMENT, AND THE SELLER PARTIES HEREBY EXPRESSLY WAIVE AND RELINQUISH ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST, ANY PURCHASER PARTY OR ANY PURCHASER DESIGNEE AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS SUCH PROJECTIONS (WRITTEN OR ORAL) HERETOFORE FURNISHED BY THE COMPANY OR OTHERWISE MADE AVAILABLE OR DISCLOSED TO THE PARENT OR THE ACQUIROR ARE PROVIDED TO THE PARENT AND THE ACQUIROR AS A CONVENIENCE AND SHALL NOT CREATE OR GIVE RISE TO ANY LIABILITY OF OR AGAINST THE COMPANY, AND ANY RELIANCE ON OR USE OF THE SELLER PARTIES OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES SAME SHALL BE AT THE PARENT’S AND THE ACQUIROR’S SOLE RISK TO THE MAXIMUM EXTENT PERMITTED BY OR ON BEHALF OF ANY PURCHASER PARTYLAW; (c) Inclusion of a matter on the Disclosure Letter with respect to a representation or warranty that addresses matters having a Material Adverse Effect shall not be deemed an indication that such matter does, or may, have a Material Adverse Effect. Matters included in the Disclosure Letter may include matters not required by the terms of this Agreement to be listed on the Disclosure Letter, which additional matters are disclosed for purposes of information only, and inclusion of any such matter does not mean that all such matters are included.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS SPECIFICALLY SET FORTH IN THIS ARTICLE VAGREEMENT, THE SCHEDULES AND EXHIBITS HERETO AND ALL OTHER DOCUMENTS EXECUTED BY PARENT OR SELLER IN CONNECTION HEREWITH, SELLER MAKES NO PURCHASER PARTY NOR ANY PURCHASER DESIGNEE IS MAKING ANY OTHER REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING ANY MATTER WHATSOEVER, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. THE SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT NEITHER THE PURCHASER PARTIES NOR ANY PURCHASER DESIGNEE HAS MADE, AND THE SELLER PARTIES HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE SELLER PARTIES HEREBY EXPRESSLY WAIVE, DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAWWHICH RELATES TO THE RIGS, BY STATUTE THE EQUIPMENT AND ROLLING STOCK, THE VACUUM TRUCKS, THE INVENTORY OR OTHERWISE RELATING TOTHE FIXTURES AND IMPROVEMENTS, INCLUDING ANY WARRANTY OF MERCHANTABILITY, VALUE, REPAIR, SUITABILITY OR FITNESS FOR A PARTICULAR USE, OR QUALITY, OR AS TO THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT THE RIGS, THE EQUIPMENT AND ROLLING STOCK, THE VACUUM TRUCKS, THE INVENTORY AND THE SELLER PARTIES HEREBY EXPRESSLY WAIVE FIXTURES AND RELINQUISH IMPROVEMENTS ARE BEING TRANSFERRED HEREUNDER "AS IS AND WHERE IS" WITH ALL FAULTS AND IN THEIR PRESENT STATE AND CONDITION. BUYER ACKNOWLEDGES THAT IT HAS EXAMINED AND MADE ITS OWN INDEPENDENT INVESTIGATION AS IT RELATES TO THE RIGS, THE EQUIPMENT AND ROLLING STOCK, THE VACUUM TRUCKS, THE INVENTORY AND THE FIXTURES AND IMPROVEMENTS AND, AS IT RELATES TO SUCH ASSETS, HAS NOT RELIED ON ANY STATEMENTS OF ANY SELLER, OFFICER OR REPRESENTATIVE AS TO VALUES, OR CONDITION OR APPRAISALS OF, OR REPRESENTATIONS OR WARRANTIES (OTHER THAN AS SET FORTH IN THIS AGREEMENT, THE SCHEDULES AND EXHIBITS HERETO AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST, ANY PURCHASER PARTY OTHER DOCUMENTS EXECUTED BY PARENT OR ANY PURCHASER DESIGNEE AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEES) SELLER IN CONNECTION WITHHEREWITH). NOTHING IN THIS SECTION 4.18 SHALL BE CONSTRUED TO IN ANY WAY DETRACT FROM THE REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT IN SECTION 4.12, THE ACCURACY, COMPLETENESS 4.13 OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY OF THE SELLER PARTIES OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF ANY PURCHASER PARTY4.17.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE V, NO PURCHASER PARTY NEITHER SELLER NOR ANY PURCHASER DESIGNEE OF ITS AFFILIATES IS MAKING ANY OTHER REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING ANY MATTER WHATSOEVERSELLER, THE ACQUIRED ASSETS, THE ASSUMED LIABILITIES OR THE ORIGINATION BUSINESS EXCEPT AS EXPRESSLY PROVIDED SET FORTH IN THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT NEITHER THE PURCHASER PARTIES NOR ANY PURCHASER DESIGNEE HAS MADE, AND THE SELLER PARTIES HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE SELLER PARTIES HEREBY EXPRESSLY WAIVE, OF ITS AFFILIATES IS MAKING ANY REPRESENTATION OR WARRANTY, EXPRESS WARRANTY TO BUYER WITH RESPECT TO (I) THE INFORMATION SET FORTH IN ANY EVALUATION MATERIALS PROVIDED TO BUYER OR IMPLIED, AT COMMON LAW, BY STATUTE (II) ANY FINANCIAL PROJECTION OR OTHERWISE FORECAST OR OTHER STATEMENT RELATING TO, AND TO THE SELLER PARTIES HEREBY EXPRESSLY WAIVE AND RELINQUISH ANY AND ALL RIGHTS, CLAIMS AND CAUSES BUSINESS OF ACTION AGAINST, ANY PURCHASER PARTY OR ANY PURCHASER DESIGNEE AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITHSELLER, THE ACCURACYORIGINATION BUSINESS, COMPLETENESS THE ACQUIRED ASSETS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED THE ASSUMED LIABILITIES EXCEPT THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT. WITH RESPECT TO ANY PROJECTION OR FORECAST DELIVERED ON BEHALF OF THE SELLER PARTIES OR THEIR RESPECTIVE ITS AFFILIATES OR REPRESENTATIVES BY TO BUYER OR ON BEHALF ITS REPRESENTATIVES, BUYER ACKNOWLEDGES THAT (I) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, (II) EACH IS FAMILIAR WITH SUCH UNCERTAINTIES, AND (III) EACH IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL SUCH PROJECTIONS AND FORECASTS FURNISHED TO IT. BUYER AGREES THAT, IN THE ABSENCE OF FRAUD OR INTENTIONAL MISSTATEMENT, NEITHER SELLER NOR ANY PURCHASER PARTYOF ITS AFFILIATES WILL HAVE ANY LIABILITY TO BUYER OR ITS AFFILIATES WITH RESPECT TO ANY INFORMATION THAT IS NOT INCLUDED IN THIS AGREEMENT OR THE SCHEDULES HERETO.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE VAGREEMENT, NO PURCHASER PARTY NOR ANY PURCHASER DESIGNEE SELLER IS NOT MAKING ANY OTHER REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING ANY MATTER WHATSOEVERIB FINANCE, THE BANK, THE TRANSFERRED CLASS M COMMON UNITS, THE MORTGAGE DIVISION OR THE ASSETS OR LIABILITIES OF IB FINANCE, BANK OR SELLER OR THEIR RESPECTIVE SUBSIDIARIES. PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. THE , INCLUDING ARTICLE III, SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT NEITHER THE PURCHASER PARTIES NOR ANY PURCHASER DESIGNEE HAS NOT MADE, AND THE SELLER PARTIES HEREBY EXPRESSLY DISCLAIM DISCLAIMS AND NEGATENEGATES, AND THE SELLER PARTIES PURCHASER HEREBY EXPRESSLY WAIVEWAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE SELLER PARTIES PURCHASER HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST, ANY PURCHASER PARTY OR ANY PURCHASER DESIGNEE AGAINST SELLER AND THEIR RESPECTIVE AFFILIATES AND ITS REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY OF THE SELLER PARTIES OR THEIR RESPECTIVE AFFILIATES OR PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF IB FINANCE, BANK OR SELLER. WITHOUT LIMITING THE FOREGOING, SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER PARTYWITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST RELATING TO IB FINANCE, THE BANK, THE MORTGAGE DIVISION, ANY SUBSIDIARIES, THE TRANSFERRED CLASS M COMMON UNITS OR SELLER. WITH RESPECT TO ANY PROJECTION OR FORECAST DELIVERED ON BEHALF OF BANK, IB FINANCE OR SELLER TO PURCHASER OR ITS REPRESENTATIVES, PURCHASER ACKNOWLEDGES THAT (A) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, (B) IT IS FAMILIAR WITH SUCH UNCERTAINTIES, (C) IT IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL SUCH PROJECTIONS AND FORECASTS FURNISHED TO IT AND (D) IT SHALL HAVE NO CLAIM AGAINST SELLER OR ITS AFFILIATES WITH RESPECT THERETO.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV OF THIS ARTICLE VAGREEMENT, NO PURCHASER PARTY NOR ANY PURCHASER DESIGNEE SELLER IS NOT MAKING ANY OTHER REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING ANY MATTER WHATSOEVERTHE EQUITY INTEREST, OR THE BUSINESS, ASSETS OR LIABILITIES OF THE TRANSFER GROUP COMPANIES OR THE NORTHERN BORDER COMPANIES. PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. THE , SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT NEITHER THE PURCHASER PARTIES NOR ANY PURCHASER DESIGNEE HAS NOT MADE, AND THE SELLER PARTIES HEREBY EXPRESSLY DISCLAIM DISCLAIMS AND NEGATENEGATES, AND THE SELLER PARTIES PURCHASER HEREBY EXPRESSLY WAIVEWAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE SELLER PARTIES PURCHASER HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST, ANY PURCHASER PARTY OR ANY PURCHASER DESIGNEE AGAINST SELLER AND THEIR RESPECTIVE AFFILIATES AND ITS REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, WITH THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY OF THE SELLER PARTIES OR THEIR RESPECTIVE AFFILIATES OR PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF SELLER. WITHOUT LIMITING THE FOREGOING, SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER PARTYWITH RESPECT TO (A) THE INFORMATION SET FORTH IN THE NORTHERN PLAINS NATURAL GAS COMPANY CONFIDENTIAL INFORMATION MEMORANDUM DATED AS OF JULY 2002 OR (B) ANY FINANCIAL PROJECTION OR FORECAST RELATING TO THE BUSINESS, ASSETS OR LIABILITIES OF ANY OF THE TRANSFER GROUP COMPANIES OR THE NORTHERN BORDER COMPANIES. WITH RESPECT TO ANY PROJECTION OR FORECAST DELIVERED ON BEHALF OF SELLER TO PURCHASER OR ITS REPRESENTATIVES, PURCHASER ACKNOWLEDGES THAT (W) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, (X) IT IS FAMILIAR WITH SUCH UNCERTAINTIES, (Y) IT IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL SUCH PROJECTIONS AND FORECASTS FURNISHED TO IT AND (Z) IT SHALL HAVE NO CLAIM AGAINST SELLER OR ITS AFFILIATES WITH RESPECT THERETO. Notwithstanding any provision hereof to the contrary, to the extent that the Conversion Transactions (as defined in the Enron Purchase Agreement) cause Seller to breach any representation, warranty, covenant or other agreement of Seller contained in this Agreement, such breach shall be given no effect, and Purchaser shall have no right to (i) terminate this Agreement due to such breach by Seller or the failure of Seller to meet any of the conditions set forth in Sections 7.1 or 7.2 by the Outside Date as a result of the Conversion Transactions (as defined in the Enron Purchase Agreement) (for the avoidance of doubt, such breach shall in no way relieve Purchaser of its obligations to close the transactions contemplated by this Agreement), or (ii) to seek indemnification from Seller for such breach.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE VExcept for the representations and warranties expressly set forth in Article IV, NO PURCHASER PARTY NOR ANY PURCHASER DESIGNEE IS MAKING ANY OTHER REPRESENTATION OR WARRANTYPurchaser and XXXX are not making and shall not be deemed to have made any other representations or warranties, WRITTEN OR ORALwritten or oral, STATUTORYstatutory, EXPRESS OR IMPLIEDexpress or implied, CONCERNING ANY MATTER WHATSOEVERconcerning the XXXX Share Consideration, XXXX, or the businesses, assets or liabilities of XXXX. EACH SELLER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. THE SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT NEITHER THE , PURCHASER PARTIES NOR ANY PURCHASER DESIGNEE HAS AND XXXX HAVE NOT MADE, AND THE SELLER PARTIES PURCHASER AND XXXX HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE EACH SELLER PARTIES HEREBY EXPRESSLY WAIVEWAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE EACH SELLER PARTIES HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST, ANY PURCHASER PARTY OR ANY PURCHASER DESIGNEE PURCHASER, XXXX, AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE OR DOCUMENTS FURNISHED OR MADE AVAILABLE TO ANY OF THE SELLER PARTIES OR THEIR RESPECTIVE AFFILIATES OR ITS REPRESENTATIVES BY OR ON BEHALF OF PURCHASER OR XXXX INCLUDING XXXX FORWARD-LOOKING STATEMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER PURCHASER NOR XXXX IS MAKING ANY PURCHASER PARTYREPRESENTATION OR WARRANTY TO ANY SELLER WITH RESPECT TO ANY XXXX FORWARD LOOKING STATEMENTS OR THE INFORMATION SET FORTH IN ANY SUMMARY, TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR MANAGEMENT PRESENTATION DELIVERED TO ANY SELLER OR REPRESENTATIVES OR AFFILIATES OF A SELLER.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE VExcept for the representations and warranties expressly set forth in Article IV, NO PURCHASER PARTY NOR ANY PURCHASER DESIGNEE IS MAKING ANY OTHER REPRESENTATION OR WARRANTYMerger Sub and XXXX are not making and shall not be deemed to have made any other representations or warranties, WRITTEN OR ORALwritten or oral, STATUTORYstatutory, EXPRESS OR IMPLIEDexpress or implied, CONCERNING ANY MATTER WHATSOEVERconcerning the XXXX Share Consideration, XXXX, or the businesses, assets or liabilities of XXXX. EACH SHAREHOLDER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. THE SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT NEITHER THE PURCHASER PARTIES NOR ANY PURCHASER DESIGNEE HAS , MERGER SUB AND XXXX HAVE NOT MADE, AND THE SELLER PARTIES MERGER SUB AND XXXX HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE SELLER PARTIES EACH SHAREHOLDER HEREBY EXPRESSLY WAIVEWAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE SELLER PARTIES EACH SHAREHOLDER HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST, ANY PURCHASER PARTY OR ANY PURCHASER DESIGNEE BAER, BAER, AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE OR DOCUMENTS FURNISHED OR MADE AVAILABLE TO ANY OF THE SELLER PARTIES SHAREHOLDER OR THEIR RESPECTIVE AFFILIATES OR ITS REPRESENTATIVES BY OR ON BEHALF OF MERGER SUB OR XXXX INCLUDING XXXX FORWARD-LOOKING STATEMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER XXXX NOR XXXX IS MAKING ANY PURCHASER PARTYREPRESENTATION OR WARRANTY TO ANY SHAREHOLDER WITH RESPECT TO ANY XXXX FORWARD LOOKING STATEMENTS OR THE INFORMATION SET FORTH IN ANY SUMMARY, TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR MANAGEMENT PRESENTATION DELIVERED TO ANY SHAREHOLDER OR REPRESENTATIVES OR AFFILIATES OF A SHAREHOLDER.

Limitation of Representations and Warranties. EXCEPT FOR BUYER ACKNOWLEDGES THAT IF THE REPRESENTATIONS CLOSING IS CONSUMMATED THE BUSINESS, ASSETS AND LIABILITIES OF THE COMPANY AND ITS SUBSIDIARIES ARE BEING INDIRECTLY PURCHASED BY BUYER ON AN AAS IS, WHERE IS@ BASIS, WITHOUT ANY WARRANTIES SET FORTH IN THIS ARTICLE VOR REPRESENTATIONS, NO PURCHASER PARTY NOR ANY PURCHASER DESIGNEE IS MAKING ANY OTHER REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, STATUTORY, EITHER EXPRESS OR IMPLIED, CONCERNING OF ANY MATTER NATURE WHATSOEVER, OTHER THAN THOSE WHICH ARE EXPRESSLY STATED TO BE SUBJECT OF THE INDEMNIFICATION SET FORTH IN SECTION 7.02(a) AND SUBJECT TO CLAIMS FOR FRAUD AND SIMILAR ACTIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING , AND EXCEPT AS EXPRESSLY PROVIDED SET FORTH IN THIS AGREEMENT. SECTIONS 3.01 TO 3.23 HEREOF, THE SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT NEITHER THE PURCHASER PARTIES NOR COMPANY MAKES NO REPRESENTATIONS OR WARRANTY WITH RESPECT TO (A) ANY PURCHASER DESIGNEE HAS MADEPROJECTIONS, AND THE SELLER PARTIES HEREBY EXPRESSLY DISCLAIM AND NEGATEESTIMATES OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO BUYER OF FUTURE REVENUES, AND THE SELLER PARTIES HEREBY EXPRESSLY WAIVE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE SELLER PARTIES HEREBY EXPRESSLY WAIVE AND RELINQUISH ANY AND ALL RIGHTS, CLAIMS AND CAUSES FUTURE RESULTS OF ACTION AGAINST, ANY PURCHASER PARTY OPERATIONS (OR ANY PURCHASER DESIGNEE AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES COMPONENT THEREOF), FUTURE CASH FLOWS OR FUTURE FINANCIAL CONDITION (INCLUDING EMPLOYEESOR ANY COMPONENT THEREOF) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY OF THE SELLER PARTIES COMPANY AND ITS SUBSIDIARIES OR THE FUTURE BUSINESS AND OPERATIONS OF THE COMPANY AND ITS SUBSIDIARIES OR (B) ANY OTHER INFORMATION OR DOCUMENTS MADE AVAILABLE TO BUYER OR ITS COUNSEL, ACCOUNTANTS OR ADVISORS WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES BUSINESSES OR REPRESENTATIVES BY OR ON BEHALF OF ANY PURCHASER PARTY.OPERATIONS. B.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE V, NO PURCHASER PARTY V NEITHER RADIO UNICA NOR ANY PURCHASER DESIGNEE SELLER IS MAKING ANY OTHER REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING THE PURCHASED ASSETS, THE BUSINESS OR THE ASSETS OR LIABILITIES OF RADIO UNICA OR ANY MATTER WHATSOEVERSELLER. THE PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. THE SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT AGREEMENT INCLUDING WITHOUT LIMITATION ARTICLE V, NEITHER THE PURCHASER PARTIES RADIO UNICA NOR ANY PURCHASER DESIGNEE SELLER HAS MADE, AND THE EACH OF RADIO UNICA AND EACH SELLER PARTIES HEREBY EXPRESSLY DISCLAIM DISCLAIMS AND NEGATENEGATES, AND THE SELLER PARTIES PURCHASER HEREBY EXPRESSLY WAIVEWAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE SELLER PARTIES PURCHASER HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST, ANY PURCHASER PARTY OR ANY PURCHASER DESIGNEE AGAINST RADIO UNICA AND THEIR EACH SELLER AND ITS RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY OF THE SELLER PARTIES OR THEIR RESPECTIVE AFFILIATES OR PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF RADIO UNICA OR ANY SELLER. WITHOUT LIMITING THE FOREGOING, NEITHER RADIO UNICA NOR ANY SELLER IS MAKING ANY REPRESENTATION OR WARRANTY TO THE PURCHASER PARTYWITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST RELATING TO THE BUSINESS, THE PURCHASED ASSETS OR THE ASSETS OR LIABILITIES OF ANY OF RADIO UNICA OR ANY SELLER. WITH RESPECT TO ANY PROJECTION OR FORECAST DELIVERED ON BEHALF OF RADIO UNICA OR ANY SELLER TO THE PURCHASER OR ITS REPRESENTATIVES, THE PURCHASER ACKNOWLEDGES THAT (I) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, (II) IT IS FAMILIAR WITH SUCH UNCERTAINTIES, (III) IT IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL SUCH PROJECTIONS AND FORECASTS FURNISHED TO IT AND (IV) IT SHALL HAVE NO CLAIM AGAINST ANY OF RADIO UNICA OR ANY SELLER OR ITS RESPECTIVE AFFILIATES WITH RESPECT THERETO.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE Except for the representations and warranties expressly set forth in Article V, NO PURCHASER PARTY NOR ANY PURCHASER DESIGNEE IS MAKING ANY OTHER REPRESENTATION OR WARRANTYthe Shareholders are not making and shall not be deemed to have made any other representations or warranties, WRITTEN OR ORALwritten or oral, STATUTORYstatutory, EXPRESS OR IMPLIEDexpress or implied, CONCERNING ANY MATTER WHATSOEVERconcerning the Company Common Stock, the Company, or the businesses, assets or liabilities of the Company. Except for the representations and warranties expressly set forth in Article VI, the Company is not making and shall not be deemed to have made any other representations or warranties, written or oral, statutory, express or implied, concerning the Company Common Stock, the Company, or the businesses, assets or liabilities of the Company. XXXX ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. THE SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT NEITHER THE PURCHASER PARTIES NOR ANY PURCHASER DESIGNEE HAS , SHAREHOLDERS HAVE NOT MADE, AND THE SELLER PARTIES SHAREHOLDERS HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE SELLER PARTIES XXXX HEREBY EXPRESSLY WAIVEWAIVES AND DISCLAIMS RELIANCE UPON, ANY REPRESENTATION OR WARRANTY, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE SELLER PARTIES XXXX HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST, ANY PURCHASER PARTY OR ANY PURCHASER DESIGNEE THE COMPANY, SHAREHOLDERS AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE OR DOCUMENTS FURNISHED OR MADE AVAILABLE TO ANY OF THE SELLER PARTIES OR THEIR RESPECTIVE AFFILIATES OR XXXX AND ITS REPRESENTATIVES BY OR ON BEHALF OF THE COMPANY OR SHAREHOLDERS INCLUDING COMPANY FORWARD- LOOKING STATEMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NONE OF SHAREHOLDERS NOR THE COMPANY IS MAKING ANY PURCHASER PARTYREPRESENTATION OR WARRANTY TO XXXX WITH RESPECT TO ANY COMPANY FORWARD-LOOKING STATEMENTS OR THE INFORMATION SET FORTH IN ANY SUMMARY, TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR MANAGEMENT PRESENTATION DELIVERED TO XXXX OR ITS REPRESENTATIVES.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV OF THIS ARTICLE VAGREEMENT, NO PURCHASER PARTY NOR ANY PURCHASER DESIGNEE SELLER IS NOT MAKING ANY OTHER REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING ANY MATTER WHATSOEVERTHE EQUITY INTEREST, OR THE BUSINESS, ASSETS OR LIABILITIES OF THE TRANSFER GROUP COMPANIES OR THE NORTHERN BORDER COMPANIES. PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. THE , SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT NEITHER THE PURCHASER PARTIES NOR ANY PURCHASER DESIGNEE HAS NOT MADE, AND THE SELLER PARTIES HEREBY EXPRESSLY DISCLAIM DISCLAIMS AND NEGATENEGATES, AND THE SELLER PARTIES PURCHASER HEREBY EXPRESSLY WAIVEWAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE SELLER PARTIES PURCHASER HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST, ANY PURCHASER PARTY OR ANY PURCHASER DESIGNEE AGAINST SELLER AND THEIR RESPECTIVE AFFILIATES AND ITS REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, WITH THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY OF THE SELLER PARTIES OR THEIR RESPECTIVE AFFILIATES OR PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF SELLER. WITHOUT LIMITING THE FOREGOING, SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER PARTYWITH RESPECT TO (A) THE INFORMATION SET FORTH IN THE NORTHERN PLAINS NATURAL GAS COMPANY CONFIDENTIAL INFORMATION MEMORANDUM DATED AS OF JULY 2002 OR (B) ANY FINANCIAL PROJECTION OR FORECAST RELATING TO THE BUSINESS, ASSETS OR LIABILITIES OF ANY OF THE TRANSFER GROUP COMPANIES OR THE NORTHERN BORDER COMPANIES. WITH RESPECT TO ANY PROJECTION OR FORECAST DELIVERED ON BEHALF OF SELLER TO PURCHASER OR ITS REPRESENTATIVES, PURCHASER ACKNOWLEDGES THAT (W) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, (X) IT IS FAMILIAR WITH SUCH UNCERTAINTIES, (Y) IT IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL SUCH PROJECTIONS AND FORECASTS FURNISHED TO IT AND (Z) IT SHALL HAVE NO CLAIM AGAINST SELLER OR ITS AFFILIATES WITH RESPECT THERETO. NOTWITHSTANDING ANY PROVISION HEREOF TO THE CONTRARY, TO THE EXTENT THAT THE CONVERSION TRANSACTIONS (AS DEFINED IN THE ENRON PURCHASE AGREEMENT) CAUSE SELLER TO BREACH ANY REPRESENTATION, WARRANTY, COVENANT OR OTHER AGREEMENT OF SELLER CONTAINED IN THIS AGREEMENT, SUCH BREACH SHALL BE GIVEN NO EFFECT, AND PURCHASER SHALL HAVE NO RIGHT TO (I) TERMINATE THIS AGREEMENT DUE TO SUCH BREACH BY SELLER OR THE FAILURE OF SELLER TO MEET ANY OF THE CONDITIONS SET FORTH IN SECTIONS 7.1 OR 7.2 BY THE OUTSIDE DATE AS A RESULT OF THE CONVERSION TRANSACTIONS (AS DEFINED IN THE ENRON PURCHASE AGREEMENT) (FOR THE AVOIDANCE OF DOUBT, SUCH BREACH SHALL IN NO WAY RELIEVE PURCHASER OF ITS OBLIGATIONS TO CLOSE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT), OR (II) TO SEEK INDEMNIFICATION FROM SELLER FOR SUCH BREACH.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE VExcept for the representations and warranties in Article 5 and Article 6, NO PURCHASER PARTY NOR ANY PURCHASER DESIGNEE IS MAKING ANY OTHER REPRESENTATION OR WARRANTYas qualified by the Disclosure Schedule and other schedules to this Agreement, WRITTEN OR ORALthe Seller Parties are not making and have not made, STATUTORYand no other Person has made, EXPRESS OR IMPLIEDany representations or warranties, CONCERNING ANY MATTER WHATSOEVERwritten or oral, statutory, express or implied, concerning the Purchased Interest, Seller, the Company, or the financial condition, results of operations, business prospects, business, assets, or Liabilities of the Company. BUYER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. , NONE OF THE SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT NEITHER NOR THE PURCHASER PARTIES NOR ANY PURCHASER DESIGNEE HAS COMPANY HAVE MADE, AND THE SELLER PARTIES AND THE COMPANY HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE SELLER PARTIES HEREBY EXPRESSLY WAIVE, ANY REPRESENTATION OR WARRANTYWARRANTY (WHETHER EXPRESS, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE STATUTE, OR OTHERWISE OTHERWISE) RELATING TO, AND THE SELLER PARTIES BUYER HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH ANY AND RELINQUISHES ALL RIGHTS, CLAIMS CLAIMS, AND CAUSES OF ACTION AGAINSTAGAINST THE SELLER PARTIES, ANY PURCHASER PARTY OR ANY PURCHASER DESIGNEE THE COMPANY, AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEES) AGENTS IN CONNECTION WITH, THE ACCURACY, COMPLETENESS COMPLETENESS, OR MATERIALITY OF ANY INFORMATION, DATA DATA, OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY BUYER AND ITS AGENTS BY OR ON BEHALF OF THE SELLER PARTIES OR THEIR RESPECTIVE AFFILIATES THE COMPANY. WITHOUT LIMITING THE FOREGOING, NONE OF THE SELLER PARTIES NOR THE COMPANY HAVE MADE OR REPRESENTATIVES BY IS MAKING ANY REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO THE INFORMATION SET FORTH IN THE CONFIDENTIAL INFORMATION MEMORANDUM DATED APRIL 2019 DELIVERED TO BUYER OR ITS AGENTS. BUYER ACKNOWLEDGES THAT: (A) IT HAS NOT RELIED ON BEHALF ANY SELLER PARTY, THE COMPANY, THE CONFIDENTIAL INFORMATION MEMORANDUM, OR ANY OTHER SOURCE OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 5 OR ARTICLE 6 OF THIS AGREEMENT IN CONNECTION WITH BUYER’S EVALUATION OF THE COMPANY; AND (B) NO PERSON HAS MADE ANY PURCHASER PARTYEXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 5 AND ARTICLE 6 AND OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE IN THIS AGREEMENT, NOTHING HEREIN SHALL LIMIT ANY CLAIM BASED UPON FRAUD.

Limitation of Representations and Warranties. (a) EXCEPT FOR AS AND TO THE REPRESENTATIONS AND WARRANTIES EXTENT EXPRESSLY SET FORTH IN THIS ARTICLE VIII (INCLUDING SPECIFICALLY THE REPRESENTATION AND WARRANTY SET FORTH IN SECTION 3.30) OR THE ASSIGNMENT, NO SELLER WILL CONVEY TO PURCHASER PARTY NOR THE PROPERTIES WITHOUT ANY PURCHASER DESIGNEE IS MAKING ANY OTHER REPRESENTATION OR WARRANTY, WRITTEN OR ORALEXPRESS, STATUTORY, OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND FROM SELLER OR ANY OF ITS AFFILIATES, INCLUDING WARRANTIES OR REPRESENTATIONS RELATING TO (A) SELLER, (B) TITLE OF SELLER IN AND TO THE PROPERTIES, (C) THE CONDITION OF THE PROPERTIES, (D) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY OF THE PROPERTIES, (E) ANY IMPLIED OR IMPLIEDEXPRESS WARRANTY OF THE FITNESS OF THE PROPERTIES FOR A PARTICULAR PURPOSE, CONCERNING (F) ANY MATTER WHATSOEVERIMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (G) ANY AND ALL OTHER IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW NOW IN EFFECT, OR (H) ANY IMPLIED OR EXPRESS WARRANTY REGARDING COMPLIANCE WITH ANY APPLICABLE ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH. (b) EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN ARTICLE III (INCLUDING SPECIFICALLY THE REPRESENTATION AND WARRANTY SET FORTH IN SECTION 3.30) OR THE ASSIGNMENT, PURCHASER ACCEPTS THE PROPERTIES “AS IS, WHERE IS” AND “WITH ALL FAULTS” AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR. (c) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS AND TO THE EXTENT EXPRESSLY PROVIDED SET FORTH IN THIS AGREEMENT. ARTICLE III (INCLUDING SPECIFICALLY THE SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT REPRESENTATION AND WARRANTY SET FORTH IN SECTION 3.30) OR THE ASSIGNMENT, NEITHER THE PURCHASER PARTIES SELLER, NOR ANY PURCHASER DESIGNEE HAS MADEITS CONSULTANTS, AND THE SELLER PARTIES HEREBY EXPRESSLY DISCLAIM AND NEGATEREPRESENTATIVES, AND THE SELLER PARTIES HEREBY EXPRESSLY WAIVE, OR AGENTS MAKES ANY REPRESENTATION OR WARRANTYWARRANTY AS TO (A) THE AMOUNT, EXPRESS VALUE, QUALITY, QUANTITY, VOLUME, OR IMPLIEDDELIVERABILITY OF ANY OIL, AT COMMON LAWGAS, BY STATUTE OR OTHERWISE RELATING TOOTHER MINERALS OR RESERVES IN, UNDER, OR ATTRIBUTABLE TO THE OIL AND GAS PROPERTIES, (B) THE SELLER PARTIES HEREBY EXPRESSLY WAIVE PHYSICAL, OPERATING, REGULATORY COMPLIANCE, SAFETY, OR ENVIRONMENTAL CONDITION OF THE PROPERTIES, (C) THE GEOLOGICAL OR ENGINEERING CONDITION OF THE OIL AND RELINQUISH ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST, ANY PURCHASER PARTY GAS PROPERTIES OR ANY PURCHASER DESIGNEE AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES VALUE THEREOF OR (INCLUDING EMPLOYEESD) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS COMPLETENESS, OR MATERIALITY OF ANY DATA, INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE RECORDS FURNISHED TO ANY OF PURCHASER IN CONNECTION WITH SELLER OR THE SELLER PARTIES OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF ANY PURCHASER PARTYPROPERTIES.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE V(a) Except for the representations and warranties set forth in Article 6 and in Article 7 or in the Transaction Documents, NO neither the Company nor any Shareholder is making or has made, and no other Person has made, any representations or warranties, written or oral, statutory, express or implied, concerning the Shares, any Acquired Company or the financial condition, results of operations, business prospects, business, assets or Liabilities of any Acquired Company. PURCHASER PARTY NOR ANY PURCHASER DESIGNEE IS MAKING ANY OTHER REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING ANY MATTER WHATSOEVERACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. AGREEMENT AND THE SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT TRANSACTION DOCUMENTS, NEITHER THE PURCHASER PARTIES ANY ACQUIRED COMPANY NOR ANY PURCHASER DESIGNEE SHAREHOLDER HAS MADE, AND THE SELLER PARTIES HEREBY ACQUIRED COMPANIES AND EACH SHAREHOLDER EXPRESSLY DISCLAIM AND NEGATE, AND THE SELLER PARTIES HEREBY EXPRESSLY WAIVEDISCLAIM, ANY SUCH ADDITIONAL REPRESENTATION OR WARRANTYWARRANTY (WHETHER EXPRESS, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE OTHERWISE) RELATING TOTO THE ACQUIRED COMPANIES. PURCHASER, FOR ITSELF AND ITS AFFILIATES (INCLUDING, AFTER THE SELLER PARTIES HEREBY CLOSING, THE ACQUIRED COMPANIES AND THEIR AFFILIATES) AND ITS AND THEIR RESPECTIVE AGENTS (COLLECTIVELY, THE “PURCHASER PARTIES”), EXPRESSLY WAIVE WAIVES AND RELINQUISH ANY AND RELINQUISHES ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST, ANY PURCHASER PARTY OR ANY PURCHASER DESIGNEE AGAINST THE ACQUIRED COMPANIES AND THE SHAREHOLDERS AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY OF THE SELLER PARTIES OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES PURCHASER AND ITS AGENTS BY OR ON BEHALF OF THE ACQUIRED COMPANIES OR THE SHAREHOLDERS, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 6 AND IN ARTICLE 7 OR IN THE TRANSACTION DOCUMENTS. WITHOUT LIMITING THE FOREGOING, NEITHER THE ACQUIRED COMPANIES NOR THE SHAREHOLDERS HAVE MADE OR ARE MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER PARTY.WITH RESPECT TO THE INFORMATION SET FORTH IN THE RUBY INFORMATION PACKET – JULY 2018, ANY SUPPLEMENTS OR UPDATES TO THAT INFORMATION PACKET (COLLECTIVELY, THE “INFORMATION PACKET”), OR ANY OTHER INFORMATION DELIVERED TO PURCHASER OR ITS REPRESENTATIVES, EXCEPT AS SET FORTH IN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 6 AND IN ARTICLE 7 OR IN THE TRANSACTION DOCUMENTS. PURCHASER ACKNOWLEDGES THAT: (A) IT HAS NOT RELIED ON ANY ACQUIRED COMPANY, THE INFORMATION PACKET OR ANY OTHER SOURCE OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 6 AND ARTICLE 7 OR IN THE TRANSACTION DOCUMENTS IN STOCK PURCHASE AGREEMENT

Limitation of Representations and Warranties. (a) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE VIII, NO PURCHASER PARTY NOR ANY PURCHASER DESIGNEE LENDER IS MAKING ANY OTHER REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY MATTER WHATSOEVER, REPRESENTATION REGARDING THE VALUE OF THE COLLATERAL UNDER THE SECURITY AGREEMENTS OR THE EFFECTIVENESS OF THIS AGREEMENT OR ANY OF THE AGREEMENTS EXECUTED IN CONNECTION HEREWITH TO RELEASE THE LIENS CREATED THEREBY. (b) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. THE SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT NEITHER THE PURCHASER PARTIES NOR ANY PURCHASER DESIGNEE , EACH LENDER HAS NOT MADE, AND THE SELLER PARTIES HEREBY EACH LENDER EXPRESSLY DISCLAIM DISCLAIMS AND NEGATE, AND THE SELLER PARTIES HEREBY EXPRESSLY WAIVENEGATES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE SELLER PARTIES EACH BORROWER HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINSTAGAINST EACH LENDER AND ITS REPRESENTATIVES, ANY PURCHASER PARTY OR ANY PURCHASER DESIGNEE AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, WITH THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY OF THE SELLER PARTIES OR SUCH BORROWERS AND THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF ANY PURCHASER PARTY.EACH LENDER, IN CONNECTION WITH THIS AGREEMENT

Limitation of Representations and Warranties. (I) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE VSECTION 3.1, NO PURCHASER PARTY NOR ANY PURCHASER DESIGNEE IS THE SELLERS ARE NOT MAKING ANY OTHER REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING ANY MATTER WHATSOEVERTHE PURCHASED INTERESTS, OR THE BUSINESS, ASSETS OR LIABILITIES OF THE COMPANIES AND THE PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS SECTION 3.1, THE PURCHASER IS PURCHASING THE PURCHASED INTERESTS ON AN "AS-IS, WHERE-IS" BASIS. THE PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. , NEITHER MIG NOR THE SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT NEITHER THE PURCHASER PARTIES NOR ANY PURCHASER DESIGNEE HAS SELLERS HAVE MADE, AND MIG AND THE SELLER PARTIES SELLERS HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE SELLER PARTIES PURCHASER HEREBY EXPRESSLY WAIVEWAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE SELLER PARTIES PURCHASER HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST(OTHER THAN FOR, ANY PURCHASER PARTY OR ANY PURCHASER DESIGNEE BASED UPON, FRAUD ON WILLFUL MISCONDUCT) AGAINST MIG AND THE SELLERS AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, WITH THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY OF THE SELLER PARTIES OR THEIR RESPECTIVE AFFILIATES OR PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF ANY PURCHASER PARTYMIG AND THE SELLERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE VExcept for the representations and warranties expressly set forth in Article V and Article VI, NO Sellers are not making and shall not be deemed to have made any other representations or warranties, written or oral, statutory, express or implied, concerning the Equity Interests, the Companies, or the businesses, assets or liabilities of the Companies. PURCHASER PARTY NOR ANY PURCHASER DESIGNEE IS MAKING ANY OTHER REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING ANY MATTER WHATSOEVERACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. THE SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT NEITHER THE PURCHASER PARTIES NOR ANY PURCHASER DESIGNEE HAS , SELLERS HAVE NOT MADE, AND THE SELLER PARTIES SELLERS HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE SELLER PARTIES PURCHASER HEREBY EXPRESSLY WAIVEWAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE SELLER PARTIES PURCHASER HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST, ANY PURCHASER PARTY OR ANY PURCHASER DESIGNEE THE COMPANIES, SELLERS AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE OR DOCUMENTS FURNISHED OR MADE AVAILABLE TO ANY OF THE SELLER PARTIES OR THEIR RESPECTIVE AFFILIATES OR PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF THE COMPANIES OR SELLERS INCLUDING COMPANY FORWARD-LOOKING STATEMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NONE OF SELLERS NOR THE COMPANIES IS MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER PARTYWITH RESPECT TO ANY COMPANY FORWARD-LOOKING STATEMENTS OR THE INFORMATION SET FORTH IN ANY SUMMARY, TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR MANAGEMENT PRESENTATION DELIVERED TO PURCHASER OR ITS REPRESENTATIVES.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE VExcept for the representations and warranties expressly set forth in Articles V and VI, NO Sellers are not making and shall not be deemed to have made any other representations or warranties, written or oral, statutory, express or implied, concerning the Equity Interests, the Companies, the Company Subsidiary or the 49 businesses, assets or liabilities of the Companies and the Company Subsidiary. PURCHASER PARTY NOR ANY PURCHASER DESIGNEE IS MAKING ANY OTHER REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING ANY MATTER WHATSOEVERACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. THE SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT NEITHER THE PURCHASER PARTIES NOR ANY PURCHASER DESIGNEE HAS , SELLERS HAVE NOT MADE, AND THE SELLER PARTIES SELLERS HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE SELLER PARTIES PURCHASER HEREBY EXPRESSLY WAIVEWAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE SELLER PARTIES PURCHASER HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH RELINQUISHES, OTHER THAN IN THE CASE OF FRAUD, ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST, ANY PURCHASER PARTY OR ANY PURCHASER DESIGNEE THE COMPANIES, THE COMPANY SUBSIDIARY, SELLERS AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE OR DOCUMENTS FURNISHED OR MADE AVAILABLE TO ANY OF THE SELLER PARTIES OR THEIR RESPECTIVE AFFILIATES OR PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF THE COMPANIES, THE COMPANY SUBSIDIARY OR SELLERS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NONE OF SELLERS, THE COMPANIES NOR THE COMPANY SUBSIDIARY IS MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER PARTYWITH RESPECT TO ANY FORWARD‑LOOKING STATEMENTS OR THE INFORMATION SET FORTH IN ANY SUMMARY, TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR MANAGEMENT PRESENTATION DELIVERED TO PURCHASER OR ITS REPRESENTATIVES.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE VIV, NO PURCHASER PARTY NEITHER EME NOR ANY PURCHASER DESIGNEE SELLER IS MAKING ANY OTHER REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING THE PROJECT SECURITIES, THE BUSINESS, ASSETS OR LIABILITIES OF ANY MATTER WHATSOEVERACQUIRED COMPANY, THE CONTEMPLATED TRANSACTIONS OR ANY OTHER MATTER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. , THE SELLER PURCHASER PARTIES EXPRESSLY ACKNOWLEDGE THAT NEITHER THE PURCHASER PARTIES EME NOR ANY PURCHASER DESIGNEE SELLER HAS MADE, AND EME AND THE SELLER PARTIES SELLERS HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE SELLER PURCHASER PARTIES HEREBY EXPRESSLY WAIVE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE SELLER PURCHASER PARTIES HEREBY EXPRESSLY WAIVE AND RELINQUISH ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINSTAGAINST EME, ANY PURCHASER PARTY OR ANY PURCHASER DESIGNEE THE SELLERS AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY OF THE SELLER PURCHASER PARTIES OR THEIR RESPECTIVE ITS AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF EME OR ANY SELLER. NEITHER EME NOR ANY SELLER IS MAKING ANY REPRESENTATION OR WARRANTY TO THE PURCHASER PARTIES WITH RESPECT TO (A) THE INFORMATION SET FORTH IN INTRALINKS, (B) ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE BUSINESS, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANY, OR (C) ANY OTHER FORWARD LOOKING STATEMENTS INCLUDING THOSE RELATING TO THE BUSINESS, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED HEREIN MADE BY OR ON BEHALF OF A PARTY ARE MADE SOLELY AND EXCLUSIVELY BY OR ON BEHALF OF SUCH PARTY AND NOT BY OR ON BEHALF OF SUCH PARTY’S REPRESENTATIVES (INCLUDING EMPLOYEES) OR ANY OTHER PERSON.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE VAGREEMENT, NO PURCHASER PARTY NOR (i) THE TESCO COMPANIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CONDITION OF THE ASSETS (INCLUDING ANY PURCHASER DESIGNEE IS WARRANTY AS TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE) AND (ii) THE TEP COMPANIES ARE ACQUIRING THE ASSETS “AS IS, WHERE IS.” THE TESCO COMPANIES ARE NOT MAKING ANY OTHER REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING ANY MATTER WHATSOEVERTHE ASSETS, OR THE BUSINESS, ASSETS OR LIABILITIES OF THE TESCO COMPANIES. THE TEP COMPANIES ACKNOWLEDGE THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. , NONE OF THE SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT NEITHER THE PURCHASER PARTIES NOR ANY PURCHASER DESIGNEE HAS TESCO COMPANIES HAVE MADE, AND THE SELLER PARTIES THEY HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE SELLER PARTIES HEREBY EXPRESSLY WAIVE, NEGATE ANY REPRESENTATION OR WARRANTY, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE SELLER PARTIES TEP COMPANIES HEREBY EXPRESSLY WAIVE AND RELINQUISH RELINQUISHE ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST, ANY PURCHASER PARTY OR ANY PURCHASER DESIGNEE AGAINST THE TESCO COMPANIES AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEESOTHER THAN RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST THE TESCO COMPANIES AND THEIR REPRESENTATIVES INVOLVING FRAUD) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY OF THE SELLER PARTIES TEP OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF A TESCO COMPANY. WITHOUT LIMITING THE FOREGOING, NONE OF THE TESCO COMPANIES MAKES ANY PURCHASER PARTYREPRESENTATION OR WARRANTY WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST RELATING TO THE BUSINESS, THE ASSETS OR LIABILITIES OF THE BUSINESS OR THE ASSETS.

Limitation of Representations and Warranties. EXCEPT FOR Except for the representations and warranties expressly set forth in Article 3, the Company is not making and shall not be deemed to have made, and except for the representations and warranties expressly set forth in Article 4, the Seller is not making and shall not be deemed to have made, any other representations or warranties, written or oral, statutory, express or implied, concerning the Shares, the Acquired Companies, the Seller or the business, assets or liabilities of the Acquired Companies. THE REPRESENTATIONS PURCHASER REPRESENTS, WARRANTS AND WARRANTIES SET FORTH IN THIS ARTICLE V, NO PURCHASER PARTY NOR ANY PURCHASER DESIGNEE IS MAKING ANY OTHER REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING ANY MATTER WHATSOEVERACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. ARTICLE 3 OR 4, NEITHER THE COMPANY NOR THE SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT NEITHER THE PURCHASER PARTIES NOR ANY PURCHASER DESIGNEE HAS MADE, AND THE COMPANY AND THE SELLER PARTIES HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE SELLER PARTIES PURCHASER HEREBY EXPRESSLY WAIVEWAIVES AND IS NOT RELYING ON, ANY REPRESENTATION OR WARRANTY, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE SELLER PARTIES PURCHASER HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINSTAGAINST THE COMPANY, ANY PURCHASER PARTY OR ANY PURCHASER DESIGNEE EACH OPERATING COMPANY, THE SELLER AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY STATEMENTS, INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) OR DOCUMENTS HERETOFORE FURNISHED OR MADE AVAILABLE TO ANY OF THE SELLER PARTIES OR THEIR RESPECTIVE AFFILIATES OR PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF THE COMPANY OR THE SELLER THAT ARE NOT SET FORTH OR OTHERWISE INCORPORATED IN THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER THE COMPANY NOR THE SELLER IS MAKING ANY REPRESENTATION OR WARRANTY TO THE PURCHASER PARTYWITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ANY FORWARD-LOOKING STATEMENTS OR THE INFORMATION SET FORTH IN ANY SUMMARY, TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR MANAGEMENT PRESENTATION DELIVERED TO THE PURCHASER OR ITS REPRESENTATIVES.