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 IV, NEITHER EME NOR ANY 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 ACQUIRED COMPANY, THE CONTEMPLATED TRANSACTIONS, OR ANY OTHER MATTER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PURCHASER PARTIES ACKNOWLEDGE THAT NEITHER EME NOR ANY SELLER HAS MADE, AND EME AND THE SELLERS HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVE AND RELINQUISH ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST EME, 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 THE PURCHASER PARTIES OR 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. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IVAGREEMENT, NEITHER EME NOR ANY SELLER IS NOT MAKING ANY OTHER REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLER, THE SHARES, OWNER NOTES, EME GUARANTEES, OR THE BUSINESS, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANYSELLER, THE CONTEMPLATED TRANSACTIONSEXPLORER OR EPSC. SHLX AND BUYER EACH ACKNOWLEDGES THAT, OR ANY OTHER MATTER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENTSECTION 5, THE PURCHASER PARTIES ACKNOWLEDGE THAT NEITHER EME NOR ANY SELLER HAS NOT MADE, AND EME AND THE SELLERS SELLER HEREBY EXPRESSLY DISCLAIM DISCLAIMS AND NEGATENEGATES, AND THE PURCHASER 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 PURCHASER PARTIES BUYER AND SHLX EACH HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST EME, THE SELLERS AND THEIR RESPECTIVE AFFILIATES AND ANY SELLER PARTY OR 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 THE PURCHASER PARTIES OR ANY BUYER PARTY AND ITS AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF EME ANY SELLER PARTY OR ANY SELLEROF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. 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 NOTWITHSTANDING THE FOREGOING, REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED HEREIN MADE NOTHING IN THIS AGREEMENT SHALL ACT AS A RELEASE OF ANY ACT OF FRAUD 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 SET FORTH IN THIS ARTICLE IVExcept for the representations and warranties expressly set forth in this Agreement and the other Transaction Documents, NEITHER EME NOR ANY SELLER IS MAKING ANY OTHER REPRESENTATION OR WARRANTYSeller is 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 THE SHARESconcerning the Units, OWNER NOTESthe Company or the business, EME GUARANTEESassets or liabilities of the Company. PURCHASER ACKNOWLEDGES THAT, THE BUSINESS, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANY, THE CONTEMPLATED TRANSACTIONS, OR ANY OTHER MATTER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PURCHASER PARTIES ACKNOWLEDGE THAT NEITHER EME NOR ANY SELLER HAS NOT MADE, AND EME AND THE SELLERS SELLER HEREBY EXPRESSLY DISCLAIM DISCLAIMS AND NEGATENEGATES, AND THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVEWAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST EMEAGAINST, THE SELLERS 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 THE PURCHASER PARTIES OR AND ITS AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF EME THE COMPANY 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, REPRESENTATIONSNEITHER THE COMPANY NOR SELLER IS MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER WITH RESPECT TO ANY FORWARD-LOOKING STATEMENTS OR THE INFORMATION SET FORTH IN ANY SUMMARY, WARRANTIES AND COVENANTS CONTAINED HEREIN MADE BY TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR ON BEHALF OF A PARTY ARE MADE SOLELY AND EXCLUSIVELY BY MANAGEMENT PRESENTATION DELIVERED TO PURCHASER OR ON BEHALF OF SUCH PARTY AND NOT BY OR ON BEHALF OF SUCH PARTY'S REPRESENTATIVES (INCLUDING EMPLOYEES) OR ANY OTHER PERSONITS REPRESENTATIVES.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IVV, NEITHER EME NO PURCHASER PARTY NOR ANY SELLER PURCHASER DESIGNEE IS MAKING ANY OTHER REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING THE SHARESANY MATTER WHATSOEVER, OWNER NOTES, EME GUARANTEES, THE BUSINESS, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANY, THE CONTEMPLATED TRANSACTIONS, OR ANY OTHER MATTER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, . THE SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT NEITHER THE PURCHASER PARTIES ACKNOWLEDGE THAT NEITHER EME NOR ANY SELLER PURCHASER DESIGNEE HAS MADE, AND EME AND THE SELLERS SELLER PARTIES HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE PURCHASER SELLER PARTIES HEREBY EXPRESSLY WAIVE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE PURCHASER SELLER PARTIES HEREBY EXPRESSLY WAIVE AND RELINQUISH ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST EMEAGAINST, THE SELLERS 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 PURCHASER SELLER PARTIES OR ITS THEIR RESPECTIVE 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. EXCEPT FOR THE -------------------------------------------- REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IVVI, NEITHER EME NOR ANY EACH SELLER IS NOT ---------- MAKING ANY OTHER REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING ANY SELLER OR THE SHARES, OWNER NOTES, EME GUARANTEES, THE BUSINESS, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANYSELLER, INCLUDING THE CONTEMPLATED TRANSACTIONSPROJECT AND IT IS UNDERSTOOD THAT PURCHASER, OR ANY OTHER MATTER. TAKES THE ASSETS "AS IS" AND "WHERE IS." PURCHASER AND PURCHASER PARENT ACKNOWLEDGE THAT EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PURCHASER PARTIES ACKNOWLEDGE THAT NEITHER EME NOR ANY EACH SELLER HAS NOT MADE, AND EME AND THE SELLERS EACH SELLER HEREBY EXPRESSLY DISCLAIM DISCLAIMS AND NEGATENEGATES, AND THE PURCHASER PARTIES 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 PURCHASER PARTIES PARENT HEREBY EXPRESSLY WAIVE AND RELINQUISH ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST EME, THE SELLERS 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 THE PURCHASER, PURCHASER PARTIES PARENT OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES BY OR ON BEHALF OF EME ANY SELLER OR ANY SELLEROF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES IN CONNECTION THEREWITH. NEITHER EME NOR ANY WITHOUT LIMITING THE FOREGOING, EACH SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY TO THE PURCHASER PARTIES OR PURCHASER PARENT WITH RESPECT TO (AI) THE INFORMATION INCLUDED ON INTRALINKS, EXCEPT AS EXPLICITLY SET FORTH HEREININ THE SUMMARY INFORMATION MEMORANDUM DATED OCTOBER 2005, (BII) THE TURBINES OR (III) ANY FINANCIAL PROJECTIONS PROJECTION OR FORECASTS FORECAST RELATING TO THE BUSINESSPROJECT, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANY, SELLER. WITH RESPECT TO ANY PROJECTION 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 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 PARTY ARE MADE SOLELY AND EXCLUSIVELY BY OR ON BEHALF WAIVER OF SUCH PARTY AND NOT BY OR ON BEHALF ANY CAUSE OF SUCH PARTY'S REPRESENTATIVES (INCLUDING EMPLOYEES) OR ANY OTHER PERSONACTION FOR FRAUD.

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 IV, NEITHER EME NOR ANY SELLER 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 THE SHARESconcerning the XXXX Share Consideration, OWNER NOTESXXXX, EME GUARANTEESor the businesses, THE BUSINESSassets or liabilities of XXXX. EACH SHAREHOLDER ACKNOWLEDGES THAT, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANY, THE CONTEMPLATED TRANSACTIONS, OR ANY OTHER MATTER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PURCHASER PARTIES ACKNOWLEDGE THAT NEITHER EME NOR ANY SELLER HAS MERGER SUB AND XXXX HAVE NOT MADE, AND EME MERGER SUB AND THE SELLERS XXXX HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE PURCHASER 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 PURCHASER PARTIES EACH SHAREHOLDER HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST EMEAGAINST, THE SELLERS 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 THE PURCHASER PARTIES ANY SHAREHOLDER OR ITS AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF EME MERGER SUB 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 XXXX INCLUDING XXXX FORWARD-LOOKING STATEMENTS INCLUDING THOSE RELATING TO THE BUSINESS, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANYSTATEMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, REPRESENTATIONSNEITHER XXXX NOR XXXX IS MAKING ANY REPRESENTATION OR WARRANTY TO ANY SHAREHOLDER WITH RESPECT TO ANY XXXX FORWARD LOOKING STATEMENTS OR THE INFORMATION SET FORTH IN ANY SUMMARY, WARRANTIES AND COVENANTS CONTAINED HEREIN MADE BY TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR ON BEHALF MANAGEMENT PRESENTATION DELIVERED TO ANY SHAREHOLDER OR REPRESENTATIVES OR AFFILIATES 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 PERSONSHAREHOLDER.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IVAGREEMENT, NEITHER EME NOR ANY SELLER IS NOT MAKING ANY OTHER REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING THE SHARES, OWNER NOTES, EME GUARANTEESIB FINANCE, THE BUSINESSBANK, THE TRANSFERRED CLASS M COMMON UNITS, THE MORTGAGE DIVISION OR THE ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANYIB FINANCE, THE CONTEMPLATED TRANSACTIONSBANK OR SELLER OR THEIR RESPECTIVE SUBSIDIARIES. PURCHASER ACKNOWLEDGES THAT, OR ANY OTHER MATTER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PURCHASER PARTIES ACKNOWLEDGE THAT NEITHER EME NOR ANY INCLUDING ARTICLE III, SELLER HAS NOT MADE, AND EME AND THE SELLERS SELLER HEREBY EXPRESSLY DISCLAIM DISCLAIMS AND NEGATENEGATES, AND THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVEWAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST EME, THE SELLERS 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 THE PURCHASER PARTIES OR AND ITS AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF EME IB FINANCE, BANK OR ANY SELLER. NEITHER EME NOR ANY WITHOUT LIMITING THE FOREGOING, SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY TO THE PURCHASER PARTIES WITH 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) THE INFORMATION INCLUDED ON INTRALINKS, EXCEPT AS EXPLICITLY SET FORTH HEREINTHERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, (B) ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE BUSINESSIT IS FAMILIAR WITH SUCH UNCERTAINTIES, 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 IT IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE FOREGOING, REPRESENTATIONS, WARRANTIES ADEQUACY AND COVENANTS CONTAINED HEREIN MADE BY ACCURACY OF ALL SUCH PROJECTIONS AND FORECASTS FURNISHED TO IT AND (D) IT SHALL HAVE NO CLAIM AGAINST SELLER 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 PERSONITS AFFILIATES WITH RESPECT THERETO.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV OF THIS ARTICLE IVAGREEMENT, NEITHER EME NOR ANY SELLER IS NOT MAKING ANY OTHER REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING THE SHARESEQUITY INTEREST, OWNER NOTES, EME GUARANTEES, OR THE BUSINESS, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANYTHE TRANSFER GROUP COMPANIES OR THE NORTHERN BORDER COMPANIES. PURCHASER ACKNOWLEDGES THAT, THE CONTEMPLATED TRANSACTIONS, OR ANY OTHER MATTER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PURCHASER PARTIES ACKNOWLEDGE THAT NEITHER EME NOR ANY SELLER HAS NOT MADE, AND EME AND THE SELLERS SELLER HEREBY EXPRESSLY DISCLAIM DISCLAIMS AND NEGATENEGATES, AND THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVEWAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST EME, THE SELLERS 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 THE PURCHASER PARTIES OR AND ITS AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF EME OR ANY SELLER. NEITHER EME NOR ANY WITHOUT LIMITING THE FOREGOING, SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY TO THE PURCHASER PARTIES WITH RESPECT TO (A) THE INFORMATION INCLUDED ON INTRALINKS, EXCEPT AS EXPLICITLY SET FORTH HEREIN, IN THE NORTHERN PLAINS NATURAL GAS COMPANY CONFIDENTIAL INFORMATION MEMORANDUM DATED AS OF JULY 2002 OR (B) ANY FINANCIAL PROJECTIONS PROJECTION OR FORECASTS FORECAST 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 TRANSFER GROUP COMPANIES OR THE NORTHERN BORDER COMPANIES. WITH RESPECT TO ANY PROJECTION OR FORECAST DELIVERED ON BEHALF OF A PARTY SELLER TO PURCHASER OR ITS REPRESENTATIVES, PURCHASER ACKNOWLEDGES THAT (W) THERE ARE MADE SOLELY UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS AND EXCLUSIVELY BY 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 ON BEHALF OF SUCH PARTY AND NOT BY OR ON BEHALF OF SUCH PARTY'S REPRESENTATIVES ITS AFFILIATES WITH RESPECT THERETO. Notwithstanding any provision hereof to the contrary, to the extent that the Conversion Transactions (INCLUDING EMPLOYEESas defined in the Enron Purchase Agreement) OR ANY OTHER PERSONcause 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 EXPRESSLY SET FORTH IN THIS ARTICLE IVAGREEMENT, NEITHER EME NOR (i) THE TESCO COMPANIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CONDITION OF THE ASSETS (INCLUDING ANY SELLER 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 THE SHARESASSETS, OWNER NOTES, EME GUARANTEES, OR THE BUSINESS, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANYTHE TESCO COMPANIES. THE TEP COMPANIES ACKNOWLEDGE THAT, THE CONTEMPLATED TRANSACTIONS, OR ANY OTHER MATTER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NONE OF THE PURCHASER PARTIES ACKNOWLEDGE THAT NEITHER EME NOR ANY SELLER HAS TESCO COMPANIES HAVE MADE, AND EME AND THE SELLERS THEY HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVE, NEGATE ANY REPRESENTATION OR WARRANTY, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE PURCHASER PARTIES TEP COMPANIES HEREBY EXPRESSLY WAIVE AND RELINQUISH RELINQUISHE ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST EME, THE SELLERS 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 THE PURCHASER PARTIES TEP OR ITS AFFILIATES OR THEIR REPRESENTATIVES BY OR ON BEHALF OF EME OR ANY SELLERA TESCO COMPANY. NEITHER EME NOR ANY SELLER IS MAKING WITHOUT LIMITING THE FOREGOING, NONE OF THE TESCO COMPANIES MAKES 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 PROJECTION OR FORECASTS FORECAST RELATING TO THE BUSINESS, THE ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANY, THE BUSINESS 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 PERSONASSETS.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IVExcept for the representations and warranties expressly set forth in Article V and Article VI, NEITHER EME NOR ANY SELLER IS MAKING ANY OTHER REPRESENTATION OR WARRANTYSellers 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 THE SHARESconcerning the Equity Interests, OWNER NOTESthe Companies, EME GUARANTEESor the businesses, THE BUSINESSassets or liabilities of the Companies. PURCHASER ACKNOWLEDGES THAT, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANY, THE CONTEMPLATED TRANSACTIONS, OR ANY OTHER MATTER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PURCHASER PARTIES ACKNOWLEDGE THAT NEITHER EME NOR ANY SELLER HAS SELLERS HAVE NOT MADE, AND EME AND THE SELLERS HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVEWAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST EMEAGAINST, 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 THE PURCHASER PARTIES OR AND ITS AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF EME THE COMPANIES 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 SELLERS INCLUDING COMPANY FORWARD-LOOKING STATEMENTS INCLUDING THOSE RELATING TO THE BUSINESS, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANYSTATEMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, REPRESENTATIONSNONE OF SELLERS NOR THE COMPANIES IS MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER WITH RESPECT TO ANY COMPANY FORWARD-LOOKING STATEMENTS OR THE INFORMATION SET FORTH IN ANY SUMMARY, WARRANTIES AND COVENANTS CONTAINED HEREIN MADE BY TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR ON BEHALF OF A PARTY ARE MADE SOLELY AND EXCLUSIVELY BY MANAGEMENT PRESENTATION DELIVERED TO PURCHASER OR ON BEHALF OF SUCH PARTY AND NOT BY OR ON BEHALF OF SUCH PARTY'S REPRESENTATIVES (INCLUDING EMPLOYEES) OR ANY OTHER PERSONITS REPRESENTATIVES.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IVExcept for the representations and warranties in Article 5 and Article 6, NEITHER EME NOR ANY SELLER 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 THE SHARESwritten or oral, OWNER NOTESstatutory, EME GUARANTEESexpress or implied, THE BUSINESSconcerning the Purchased Interest, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANYSeller, THE CONTEMPLATED TRANSACTIONSthe Company, OR ANY OTHER MATTERor 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 PURCHASER SELLER PARTIES ACKNOWLEDGE THAT NEITHER EME NOR ANY SELLER HAS THE COMPANY HAVE MADE, AND EME THE SELLER PARTIES AND THE SELLERS COMPANY HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE PURCHASER 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 PURCHASER PARTIES BUYER HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH ANY AND RELINQUISHES ALL RIGHTS, CLAIMS CLAIMS, AND CAUSES OF ACTION AGAINST EMETHE SELLER PARTIES, THE SELLERS 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 THE PURCHASER PARTIES OR BUYER AND ITS AFFILIATES OR REPRESENTATIVES AGENTS BY OR ON BEHALF OF EME THE SELLER PARTIES OR ANY SELLERTHE COMPANY. NEITHER EME WITHOUT LIMITING THE FOREGOING, NONE OF THE SELLER PARTIES NOR ANY SELLER THE COMPANY HAVE MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY TO THE PURCHASER PARTIES 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 ANY SELLER PARTY, THE COMPANY, THE CONFIDENTIAL INFORMATION INCLUDED ON INTRALINKSMEMORANDUM, EXCEPT AS EXPLICITLY OR ANY OTHER SOURCE OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, 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 FINANCIAL PROJECTIONS EXPRESS OR FORECASTS RELATING IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE BUSINESSCOMPANY 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, ASSETS OR LIABILITIES OF NOTHING HEREIN SHALL LIMIT 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 PERSONCLAIM BASED UPON FRAUD.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IVExcept for the representations and warranties expressly set forth in Article V, NEITHER EME NOR ANY SELLER 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 THE SHARESconcerning the Company Common Stock, OWNER NOTESthe Company, EME GUARANTEESor the businesses, THE BUSINESSassets or liabilities of the Company. Except for the representations and warranties expressly set forth in Article VI, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANYthe Company is not making and shall not be deemed to have made any other representations or warranties, THE CONTEMPLATED TRANSACTIONSwritten or oral, OR ANY OTHER MATTERstatutory, 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 PURCHASER PARTIES ACKNOWLEDGE THAT NEITHER EME NOR ANY SELLER HAS SHAREHOLDERS HAVE NOT MADE, AND EME AND THE SELLERS SHAREHOLDERS HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE PURCHASER 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 PURCHASER PARTIES XXXX HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST EMEAGAINST, THE SELLERS 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 THE PURCHASER PARTIES OR XXXX AND ITS AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF EME THE COMPANY 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 SHAREHOLDERS INCLUDING COMPANY FORWARD- LOOKING STATEMENTS INCLUDING THOSE RELATING TO THE BUSINESS, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANYSTATEMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, REPRESENTATIONSNONE OF SHAREHOLDERS NOR THE COMPANY IS MAKING ANY REPRESENTATION OR WARRANTY TO XXXX WITH RESPECT TO ANY COMPANY FORWARD-LOOKING STATEMENTS OR THE INFORMATION SET FORTH IN ANY SUMMARY, WARRANTIES AND COVENANTS CONTAINED HEREIN MADE BY TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR ON BEHALF OF A PARTY ARE MADE SOLELY AND EXCLUSIVELY BY MANAGEMENT PRESENTATION DELIVERED TO XXXX OR ON BEHALF OF SUCH PARTY AND NOT BY OR ON BEHALF OF SUCH PARTY'S REPRESENTATIVES (INCLUDING EMPLOYEES) OR ANY OTHER PERSONITS REPRESENTATIVES.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS SPECIFICALLY SET FORTH IN THIS ARTICLE IV, NEITHER EME NOR ANY 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 ACQUIRED COMPANY, THE CONTEMPLATED TRANSACTIONS, OR ANY OTHER MATTER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PURCHASER PARTIES ACKNOWLEDGE THAT NEITHER EME NOR ANY SCHEDULES AND EXHIBITS HERETO AND ALL OTHER DOCUMENTS EXECUTED BY PARENT OR SELLER HAS MADEIN CONNECTION HEREWITH, SELLER MAKES NO REPRESENTATION OR WARRANTY, AND EME AND THE SELLERS HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE PURCHASER 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 PURCHASER 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 EME, THE SELLERS AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEES) OTHER DOCUMENTS EXECUTED BY PARENT OR 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 THE PURCHASER PARTIES OR 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 PERSON4.17.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IV, V NEITHER EME RADIO UNICA NOR ANY SELLER IS MAKING ANY OTHER REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING THE SHARES, OWNER NOTES, EME GUARANTEESPURCHASED ASSETS, THE BUSINESS, BUSINESS OR THE ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANY, THE CONTEMPLATED TRANSACTIONS, RADIO UNICA OR ANY OTHER MATTERSELLER. THE PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENTAGREEMENT INCLUDING WITHOUT LIMITATION ARTICLE V, THE PURCHASER PARTIES ACKNOWLEDGE THAT NEITHER EME RADIO UNICA NOR ANY SELLER HAS MADE, AND EME EACH OF RADIO UNICA AND THE SELLERS EACH SELLER HEREBY EXPRESSLY DISCLAIM DISCLAIMS AND NEGATENEGATES, AND THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVEWAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST EME, THE SELLERS 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 THE PURCHASER PARTIES OR AND ITS AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF EME RADIO UNICA OR ANY SELLER. WITHOUT LIMITING THE FOREGOING, NEITHER EME RADIO UNICA 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 PROJECTION OR FORECASTS FORECAST RELATING TO THE BUSINESS, THE PURCHASED ASSETS OR THE ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANY, OF RADIO UNICA OR (C) ANY OTHER FORWARD LOOKING STATEMENTS INCLUDING THOSE RELATING SELLER. WITH RESPECT TO THE BUSINESS, ASSETS ANY PROJECTION OR LIABILITIES OF ANY ACQUIRED COMPANY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED HEREIN MADE BY OR FORECAST DELIVERED 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) RADIO UNICA OR ANY OTHER PERSONSELLER 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 IV, NEITHER EME SELLER NOR ANY SELLER OF ITS AFFILIATES IS MAKING ANY OTHER REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING THE SHARES, OWNER NOTES, EME GUARANTEESSELLER, THE BUSINESS, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANYASSETS, THE CONTEMPLATED TRANSACTIONS, ASSUMED LIABILITIES OR ANY OTHER MATTER. THE ORIGINATION BUSINESS EXCEPT AS EXPRESSLY PROVIDED SET FORTH IN THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, THE PURCHASER PARTIES ACKNOWLEDGE THAT NEITHER EME SELLER NOR ANY SELLER HAS MADE, AND EME AND THE SELLERS HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVE AND RELINQUISH ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST EME, 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 THE PURCHASER PARTIES OR 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 BUYER WITH RESPECT TO (AI) THE INFORMATION INCLUDED ON INTRALINKS, EXCEPT AS EXPLICITLY SET FORTH HEREIN, IN ANY EVALUATION MATERIALS PROVIDED TO BUYER OR (BII) ANY FINANCIAL PROJECTIONS PROJECTION OR FORECASTS FORECAST OR OTHER STATEMENT RELATING TO THE BUSINESS OF SELLER, THE ORIGINATION BUSINESS, THE ACQUIRED ASSETS OR THE ASSUMED LIABILITIES OF EXCEPT THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT. WITH RESPECT TO ANY ACQUIRED COMPANY, PROJECTION 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 FORECAST DELIVERED ON BEHALF OF A PARTY SELLER OR ITS AFFILIATES OR REPRESENTATIVES TO BUYER OR ITS REPRESENTATIVES, BUYER ACKNOWLEDGES THAT (I) THERE ARE MADE SOLELY UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS AND EXCLUSIVELY BY 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 ON BEHALF INTENTIONAL MISSTATEMENT, NEITHER SELLER NOR ANY OF SUCH PARTY AND ITS AFFILIATES WILL HAVE ANY LIABILITY TO BUYER OR ITS AFFILIATES WITH RESPECT TO ANY INFORMATION THAT IS NOT BY INCLUDED IN THIS AGREEMENT OR ON BEHALF OF SUCH PARTY'S REPRESENTATIVES (INCLUDING EMPLOYEES) OR ANY OTHER PERSONTHE SCHEDULES HERETO.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IV, NEITHER EME NOR ANY SELLER IS MAKING ANY OTHER REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING THE SHARES, OWNER NOTES, EME GUARANTEESPROJECT SECURITIES, THE BUSINESS, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANY, THE CONTEMPLATED TRANSACTIONS, TRANSACTIONS OR ANY OTHER MATTER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PURCHASER PARTIES ACKNOWLEDGE THAT NEITHER EME NOR ANY SELLER HAS MADE, AND EME AND THE SELLERS HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVE AND RELINQUISH ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST EME, 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 THE PURCHASER PARTIES OR 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 HEREININ 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 ’S REPRESENTATIVES (INCLUDING EMPLOYEES) OR ANY OTHER PERSON.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IVExcept for the representations and warranties expressly set forth in Articles V and VI, NEITHER EME NOR ANY SELLER IS MAKING ANY OTHER REPRESENTATION OR WARRANTYSellers 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 THE SHARESconcerning the Equity Interests, OWNER NOTESthe Companies, EME GUARANTEESthe Company Subsidiary or the 49 businesses, THE BUSINESSassets or liabilities of the Companies and the Company Subsidiary. PURCHASER ACKNOWLEDGES THAT, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANY, THE CONTEMPLATED TRANSACTIONS, OR ANY OTHER MATTER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PURCHASER PARTIES ACKNOWLEDGE THAT NEITHER EME NOR ANY SELLER HAS SELLERS HAVE NOT MADE, AND EME AND THE SELLERS HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVEWAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH RELINQUISHES, OTHER THAN IN THE CASE OF FRAUD, ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST EMEAGAINST, 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 THE PURCHASER PARTIES OR AND ITS AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF EME THE COMPANIES, THE COMPANY SUBSIDIARY 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 COMPANYSELLERS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, REPRESENTATIONSNONE OF SELLERS, WARRANTIES AND COVENANTS CONTAINED HEREIN MADE BY THE COMPANIES NOR THE COMPANY SUBSIDIARY IS MAKING ANY REPRESENTATION OR ON BEHALF OF A PARTY ARE MADE SOLELY AND EXCLUSIVELY BY WARRANTY TO PURCHASER WITH RESPECT TO ANY FORWARD‑LOOKING STATEMENTS OR ON BEHALF OF SUCH PARTY AND NOT BY THE INFORMATION SET FORTH IN ANY SUMMARY, TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR ON BEHALF OF SUCH PARTY'S REPRESENTATIVES (INCLUDING EMPLOYEES) MANAGEMENT PRESENTATION DELIVERED TO PURCHASER OR ANY OTHER PERSONITS REPRESENTATIVES.

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 IV, NEITHER EME NOR ANY Purchaser and XXXX 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 XXXX Share Consideration, XXXX, or the businesses, assets or liabilities of XXXX. EACH SELLER IS MAKING ANY OTHER REPRESENTATION OR WARRANTYACKNOWLEDGES THAT, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING THE SHARES, OWNER NOTES, EME GUARANTEES, THE BUSINESS, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANY, THE CONTEMPLATED TRANSACTIONS, OR ANY OTHER MATTER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PURCHASER PARTIES ACKNOWLEDGE THAT NEITHER EME NOR ANY SELLER HAS AND XXXX HAVE NOT MADE, AND EME PURCHASER AND THE SELLERS XXXX HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE PURCHASER PARTIES EACH SELLER HEREBY EXPRESSLY WAIVEWAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE PURCHASER PARTIES EACH SELLER HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST EMEAGAINST, THE SELLERS 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 THE PURCHASER PARTIES ANY SELLER OR ITS AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF EME PURCHASER 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 XXXX INCLUDING XXXX FORWARD-LOOKING STATEMENTS INCLUDING THOSE RELATING TO THE BUSINESS, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANYSTATEMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, REPRESENTATIONSNEITHER PURCHASER NOR XXXX IS MAKING ANY REPRESENTATION OR WARRANTY TO ANY SELLER WITH RESPECT TO ANY XXXX FORWARD LOOKING STATEMENTS OR THE INFORMATION SET FORTH IN ANY SUMMARY, WARRANTIES AND COVENANTS CONTAINED HEREIN MADE BY TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR ON BEHALF MANAGEMENT PRESENTATION DELIVERED TO ANY SELLER OR REPRESENTATIVES OR AFFILIATES 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 PERSONSELLER.

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 IVACKNOWLEDGES THAT, NEITHER EME NOR ANY 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 ACQUIRED COMPANY, THE CONTEMPLATED TRANSACTIONS, OR ANY OTHER MATTER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENTARTICLE 3 OR 4, NEITHER THE PURCHASER PARTIES ACKNOWLEDGE THAT NEITHER EME COMPANY NOR ANY THE SELLER HAS MADE, AND EME THE COMPANY AND THE SELLERS SELLER HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE PURCHASER PARTIES 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 PURCHASER PARTIES HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST EMETHE COMPANY, EACH OPERATING COMPANY, THE SELLERS 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 THE PURCHASER PARTIES OR AND ITS AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF EME THE COMPANY OR ANY SELLERTHE SELLER THAT ARE NOT SET FORTH OR OTHERWISE INCORPORATED IN THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER EME THE COMPANY NOR ANY THE SELLER IS MAKING ANY REPRESENTATION OR WARRANTY TO THE PURCHASER PARTIES WITH RESPECT TO (A) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ANY FORWARD-LOOKING STATEMENTS OR THE INFORMATION INCLUDED ON INTRALINKS, EXCEPT AS EXPLICITLY SET FORTH HEREININ ANY SUMMARY, (B) ANY FINANCIAL PROJECTIONS TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR FORECASTS RELATING MANAGEMENT PRESENTATION DELIVERED TO THE BUSINESS, ASSETS PURCHASER 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 PERSONITS REPRESENTATIVES.

Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV OF THIS ARTICLE IVAGREEMENT, NEITHER EME NOR ANY SELLER IS NOT MAKING ANY OTHER REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING THE SHARESEQUITY INTEREST, OWNER NOTES, EME GUARANTEES, OR THE BUSINESS, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANYTHE TRANSFER GROUP COMPANIES OR THE NORTHERN BORDER COMPANIES. PURCHASER ACKNOWLEDGES THAT, THE CONTEMPLATED TRANSACTIONS, OR ANY OTHER MATTER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PURCHASER PARTIES ACKNOWLEDGE THAT NEITHER EME NOR ANY SELLER HAS NOT MADE, AND EME AND THE SELLERS SELLER HEREBY EXPRESSLY DISCLAIM DISCLAIMS AND NEGATENEGATES, AND THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVEWAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST EME, THE SELLERS 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 THE PURCHASER PARTIES OR AND ITS AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF EME OR ANY SELLER. NEITHER EME NOR ANY WITHOUT LIMITING THE FOREGOING, SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY TO THE PURCHASER PARTIES WITH RESPECT TO (A) THE INFORMATION INCLUDED ON INTRALINKS, EXCEPT AS EXPLICITLY SET FORTH HEREIN, IN THE NORTHERN PLAINS NATURAL GAS COMPANY CONFIDENTIAL INFORMATION MEMORANDUM DATED AS OF JULY 2002 OR (B) ANY FINANCIAL PROJECTIONS PROJECTION OR FORECASTS FORECAST RELATING TO THE BUSINESS, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANYOF 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 (CII) 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 SEEK INDEMNIFICATION FROM SELLER FOR SUCH PARTY AND NOT BY OR ON BEHALF OF SUCH PARTY'S REPRESENTATIVES (INCLUDING EMPLOYEES) OR ANY OTHER PERSONBREACH.

Limitation of Representations and Warranties. (I) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IVSECTION 3.1, NEITHER EME NOR ANY SELLER IS THE SELLERS ARE NOT MAKING ANY OTHER REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING THE SHARESPURCHASED INTERESTS, OWNER NOTES, EME GUARANTEES, OR THE BUSINESS, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANYTHE COMPANIES AND THE PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS SECTION 3.1, THE CONTEMPLATED TRANSACTIONSPURCHASER IS PURCHASING THE PURCHASED INTERESTS ON AN "AS-IS, OR ANY OTHER MATTERWHERE-IS" BASIS. THE PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER MIG NOR THE PURCHASER PARTIES ACKNOWLEDGE THAT NEITHER EME NOR ANY SELLER HAS SELLERS HAVE MADE, AND EME MIG AND THE SELLERS HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVEWAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVE WAIVES AND RELINQUISH RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION (OTHER THAN FOR, OR BASED UPON, FRAUD ON WILLFUL MISCONDUCT) AGAINST EME, 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 THE PURCHASER PARTIES OR AND 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 MIG AND THE PURCHASER PARTIES SELLERS IN CONNECTION 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 PERSONTRANSACTIONS CONTEMPLATED HEREBY.