Common use of Limitation on Warranties Clause in Contracts

Limitation on Warranties. The representations and warranties of the Sellers in Sections 3.3 and 3.4 hereof constitute the sole and exclusive representations and warranties to Purchaser in connection with the transactions contemplated hereby. Except as expressly set forth in Sections 3.3 and 3.4 of this Agreement, Sellers make no express or implied representation or warranty of any kind whatsoever (including, without limitation, any representation or warranty as to the physical condition or value of any of the assets of the Company or the Business, the future profitability or future earnings performance of the Business), and Sellers disclaim all liability and responsibility for any representation, warranty, covenant, agreement, or statement made or information communicated (orally or in writing) to Purchaser (including any opinion, information, or advice which may have been provided to Purchaser or any of its Affiliates, directors, managers, officers, employees, accounting firms, legal counsel or other agents, consultants or representatives by any stockholder, partner, director, officer, employee, accounting firm, legal counsel, or other agent, consultant, or representative of the Company or any Seller). Purchaser acknowledges that any estimates, forecasts, or projections furnished or made available to it concerning the Company or its properties, business, assets or liabilities have not been prepared in accordance with GAAP or standards applicable under the Securities Act, and such estimates, forecasts and projections, including any reflected in the Financial Statements and/or the Interim Financial Statements, reflect numerous assumptions, and are subject to material risks and uncertainties. Purchaser acknowledges that actual results may vary, perhaps materially, and Purchaser is not relying on any such estimates, forecasts or projections. ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. ANY AND ALL PRIOR REPRESENTATIONS AND WARRANTIES MADE BY ANY PARTY OR ITS REPRESENTATIVES, WHETHER VERBALLY OR IN WRITING, ARE DEEMED TO HAVE BEEN MERGED INTO THIS AGREEMENT, IT BEING INTENDED THAT NO SUCH PRIOR REPRESENTATIONS OR WARRANTIES SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT.

Limitation on Warranties. The representations and warranties of the Sellers in Sections 3.3 and 3.4 hereof constitute the sole and exclusive representations and warranties to Purchaser in connection with the transactions contemplated hereby. Except as expressly set forth in Sections 3.3 the Related Agreements and 3.4 Article III and Article IV of this AgreementAgreement (as modified by the Acquired Company Disclosure Schedule), (a) the Acquired Companies and the Sellers do not make no express or implied representation or warranty of any kind whatsoever (including, without limitation, any representation or warranty as to the physical condition or value of any of the assets of the Company or the Business, the future profitability or future earnings performance of the Business), and Sellers disclaim all liability and responsibility for any representation, warranty, covenant, agreement, or statement made or information communicated (orally or in writing) to Purchaser Buyer (including any opinion, information, or advice which may have been provided to Purchaser Buyer or any of its Affiliates, directors, managers, officers, employees, accounting firms, legal counsel or other agents, consultants or representatives Affiliates by any stockholderequityholder, partner, director, manager, officer, employee, accounting firm, legal counsel, or other agent, consultant, or representative of either Acquired Company), whether written or oral, statutory, express or implied, with respect to the Company Acquired Companies and their respective Subsidiaries, or any Seller). Purchaser acknowledges that any estimatesof their respective businesses, forecastsoperations, assets, equity interests, liabilities, condition (financial or projections furnished otherwise) or made available to it concerning the Company or its properties, business, assets or liabilities have not been prepared in accordance with GAAP or standards applicable under the Securities Act, prospects and such estimates, forecasts and projections, including any reflected in the Financial Statements and/or the Interim Financial Statements, reflect numerous assumptions, and are subject to material risks and uncertainties. Purchaser acknowledges that actual results may vary, perhaps materially, and Purchaser (b) Buyer is not relying and has not relied on any such estimatesrepresentations, forecasts warranties or projectionsstatements regarding the subject matter of this Agreement or with respect to the Acquired Companies and their respective Subsidiaries, or any of their respective businesses, operations, assets, equity interests, liabilities, condition (financial or otherwise) or prospects in making its determination to proceed with the Transactions. ALL IMPLIED THE PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY TO EACH OTHER, EXCEPT AS CONTAINED IN THIS AGREEMENT AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. THE RELATED AGREEMENTS (AS MODIFIED BY THE ACQUIRED COMPANY DISCLOSURE SCHEDULE AND THE BUYER DISCLOSURE SCHEDULE), AND ANY AND ALL PRIOR REPRESENTATIONS AND WARRANTIES MADE BY ANY PARTY OR ITS REPRESENTATIVES, WHETHER VERBALLY OR IN WRITING, ARE DEEMED TO HAVE BEEN MERGED INTO THIS AGREEMENT OR THE APPLICABLE RELATED AGREEMENT, IT BEING INTENDED THAT NO SUCH PRIOR REPRESENTATIONS OR WARRANTIES SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT. Buyer acknowledges that any estimates, forecasts, or projections furnished or made available to it concerning an Acquired Company and the Subsidiaries (including those reflected in the Financials) on their properties, business or assets have not been prepared in accordance with GAAP, Australian Accounting Standards or standards applicable under the Securities Act, and such estimates, forecasts and projections reflect numerous assumptions, are subject to material risks and uncertainties and, except as expressly covered in any representations or warranties set forth in Article III and Article IV of this Agreement (as modified by the Acquired Company Disclosure Schedule) and the Related Agreements, are not being and will not be relied upon by Buyer.

Limitation on Warranties. The representations Purchaser acknowledges and warranties agrees that except as expressly set forth in Section 3 of this Agreement or as expressly set forth by any Group Company in any Transaction Agreement, none of the Sellers in Sections 3.3 and 3.4 hereof constitute the sole and exclusive representations and warranties Group Companies or any of its representatives has made any representation or warranty, express or implied, to Purchaser or any of its representatives in connection with this Agreement or any of the transactions contemplated hereby. Except In connection with the due diligence investigation of the Group Companies by Purchaser and its Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, Purchaser and its Affiliates, stockholders, directors, officers, employees, agents, representatives and advisors have received and may continue to receive, after the date of this Agreement, from the Group Companies and their respective Affiliates, stockholders, directors, officers, employees, consultants, agents, representatives and advisors certain estimates, projections, forecasts and other forward looking information, as well as certain business plan information, regarding the Group Companies and the businesses and operations thereof. Purchaser hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward looking statements, as well as in such business plans, and that Purchaser will have no claim against the Group Companies, or any of their respective Affiliates, stockholders, directors, officers, employees, consultants, agents, representatives or advisors, or any other person with respect thereto unless any such information is expressly addressed or included in a representation or warranty contained in Section 3 of this Agreement or as expressly set forth in Sections 3.3 any Transaction Agreement by any Group Company. Accordingly, Purchaser hereby acknowledges and 3.4 agrees that neither the Group Companies nor any of this Agreementtheir Affiliates, Sellers make no stockholders, directors, officers, employees, consultants, agents, representatives or advisors, nor any other person, has made or is making any express or implied representation or warranty of with respect to such estimates, projections, forecasts, forward looking statements or business plans unless any kind whatsoever (including, without limitation, any such information is expressly addressed or included in a representation or warranty contained in Section 3 of this Agreement or as to the physical condition or value of expressly set forth in any of the assets of the Company or the Business, the future profitability or future earnings performance of the Business), and Sellers disclaim all liability and responsibility for any representation, warranty, covenant, agreement, or statement made or information communicated (orally or in writing) to Purchaser (including any opinion, information, or advice which may have been provided to Purchaser or any of its Affiliates, directors, managers, officers, employees, accounting firms, legal counsel or other agents, consultants or representatives Transaction Agreement by any stockholder, partner, director, officer, employee, accounting firm, legal counsel, or other agent, consultant, or representative of the Company or any Seller). Purchaser acknowledges that any estimates, forecasts, or projections furnished or made available to it concerning the Company or its properties, business, assets or liabilities have not been prepared in accordance with GAAP or standards applicable under the Securities Act, and such estimates, forecasts and projections, including any reflected in the Financial Statements and/or the Interim Financial Statements, reflect numerous assumptions, and are subject to material risks and uncertainties. Purchaser acknowledges that actual results may vary, perhaps materially, and Purchaser is not relying on any such estimates, forecasts or projections. ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. ANY AND ALL PRIOR REPRESENTATIONS AND WARRANTIES MADE BY ANY PARTY OR ITS REPRESENTATIVES, WHETHER VERBALLY OR IN WRITING, ARE DEEMED TO HAVE BEEN MERGED INTO THIS AGREEMENT, IT BEING INTENDED THAT NO SUCH PRIOR REPRESENTATIONS OR WARRANTIES SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENTGroup Company.

Limitation on Warranties. The representations and warranties of the Sellers in Sections 3.3 and 3.4 hereof constitute the sole and exclusive representations and warranties to Purchaser in connection with the transactions contemplated hereby. Except as expressly set forth in Sections 3.3 and 3.4 of this AgreementArticle III, Sellers make (a) the Company makes no express or implied representation or warranty of any kind whatsoever (includingwhatsoever, without limitation, including any representation or warranty as to the physical condition or value of any of the assets of the Company or the Business, any Subsidiary or the future profitability or future earnings performance of the BusinessCompany or any Subsidiary and (b) no covenants, warranties or representations are made, or have been made, by the Shareholders, the Company, the Subsidiaries or UBS Securities LLC or any of their respective representatives or agents with respect to the accuracy or completeness of any information contained in the Confidential Information Memorandum distributed by UBS Securities LLC (the “Confidential Information Memorandum”), and Sellers disclaim none of them shall have any liability to Buyer arising out of the use of the information contained in such Confidential Information Memorandum. THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY IN ARTICLE III CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT, ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE COMPANY AND ANY SUBSIDIARY, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND THE SHAREHOLDERS. The Company hereby disclaims any such other or implied representations and warranties, notwithstanding the delivery or disclosure to Buyer, its affiliates and their respective officers, directors, employees and representatives of any documentation or other information, including without limitation, any due diligence materials. The parties make no representations or warranties to each other, except as contained in this Agreement, and any and all liability prior representations and responsibility for warranties made by any representationparty or its representatives, warranty, covenant, agreement, or statement made or information communicated (orally whether verbally or in writing) to Purchaser (including any opinion, informationare merged into this Agreement, it being intended that no such prior representations or advice which may have been provided to Purchaser or any warranties shall survive the execution and delivery of its Affiliates, directors, managers, officers, employees, accounting firms, legal counsel or other agents, consultants or representatives by any stockholder, partner, director, officer, employee, accounting firm, legal counsel, or other agent, consultant, or representative of the Company or any Seller)this Agreement. Purchaser Buyer acknowledges that any estimates, forecasts, or projections furnished or made available to it concerning the Company or its any Subsidiary (including the contents of the Confidential Information Memorandum) regarding their properties, business, business or assets or liabilities may not have not been prepared in accordance with GAAP or standards applicable under the Securities Act of 1933, as amended (the “Securities Act”), and such estimates, forecasts and projections, including any reflected in the Financial Statements and/or the Interim Financial Statements, estimates reflect numerous assumptions, and are subject to material risks and uncertainties. Purchaser Buyer acknowledges that actual results may vary, perhaps materially. Buyer further acknowledges that it has conducted an independent investigation of the financial condition, assets, liabilities, properties and projected operations of the Company and the Subsidiaries in making its determination as to the propriety of the transactions contemplated by this Agreement, and Purchaser is not relying in entering into this Agreement, has relied solely on any such estimates, forecasts or projections. ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. ANY AND ALL PRIOR REPRESENTATIONS AND WARRANTIES MADE BY ANY PARTY OR ITS REPRESENTATIVES, WHETHER VERBALLY OR IN WRITING, ARE DEEMED TO HAVE BEEN MERGED INTO THIS AGREEMENT, IT BEING INTENDED THAT NO SUCH PRIOR REPRESENTATIONS OR WARRANTIES SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENTthe results of said investigation and on the representations and warranties of the Company expressly contained in this Agreement.

Limitation on Warranties. The representations and warranties of the Sellers Company and Seller in Sections 3.3 and 3.4 hereof constitute the sole and exclusive representations and warranties to Purchaser Buyer in connection with the transactions contemplated hereby. Except as expressly set forth in Sections 3.3 and 3.4 3.4, neither Seller, the Company, their respective Affiliates nor any of this Agreementtheir respective directors, Sellers managers, partners, shareholders, members, officers, employees, accounting firms, legal counsel or other agents, consultants or representatives make no any express or implied representation or warranty of any kind whatsoever (including, without limitation, any representation or warranty as to the physical condition or value of any of the assets of the Company or the BusinessBusiness or, the future profitability or future earnings performance of the Business), and Sellers Seller and the Company (on behalf of themselves and each of their respective Affiliates and their respective directors, managers, partners, shareholders, members, officers, employees, accounting firms, legal counsel, agents, consultants and representatives) disclaim all liability and responsibility for for, and Buyer acknowledges and agrees that it has not relied on, any representation, warranty, covenant, agreement, or statement made or information communicated (orally or in writing) to Purchaser Buyer (including any opinion, information, or advice which may have been provided to Purchaser Buyer or any of its Affiliates, directors, managers, partners, shareholders, members, officers, employees, accounting firms, legal counsel or other agents, consultants or representatives by any stockholderdirectors, partnermanagers, directorpartners, officershareholders, employeemembers, officers, employees, accounting firmfirms, legal counsel, counsel or other agentagents, consultant, consultants or representative representatives of Seller or the Company or any SellerCompany). Purchaser acknowledges that any estimates, forecasts, or projections furnished or made available to it concerning the Company or its properties, business, assets or liabilities have not been prepared in accordance with GAAP or standards applicable under the Securities Act, and such estimates, forecasts and projections, including any reflected in the Financial Statements and/or the Interim Financial Statements, reflect numerous assumptions, and are subject to material risks and uncertainties. Purchaser acknowledges that actual results may vary, perhaps materially, and Purchaser is not relying on any such estimates, forecasts or projections. ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. ANY AND ALL PRIOR REPRESENTATIONS AND WARRANTIES MADE BY ANY PARTY OR ITS REPRESENTATIVES, WHETHER VERBALLY OR IN WRITING, ARE DEEMED TO HAVE BEEN MERGED INTO THIS AGREEMENT, IT BEING INTENDED THAT NO SUCH PRIOR REPRESENTATIONS OR WARRANTIES SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT.

Limitation on Warranties. The representations and warranties of the Sellers in Sections 3.3 and 3.4 hereof constitute the sole and exclusive representations and warranties to Purchaser in connection with the transactions contemplated hereby. Except as expressly set forth in Sections 3.3 this Section and 3.4 of in any ancillary agreement, certificate or instrument provided in connection with this Agreement, Sellers make (a) the Company makes no express or implied representation or warranty of any kind whatsoever (includingwhatsoever, without limitation, including any representation or warranty as to the physical condition or value of any of the assets of the Company Group or the Business, the future profitability or future earnings performance of the BusinessCompany Group and (b) no covenants, warranties or representations are made, or have been made, by the Company or Cowen, or any of their respective representatives or agents with respect to the accuracy or completeness of any information contained in the Confidential Information Presentation distributed by Cowen (the “Confidential Information Presentation”), or in the management presentation or data room materials distributed by or on behalf of Cowen and Sellers disclaim all the Company, or in the information obtained by Purchaser pursuant to Section 5.1 and none of them shall have any liability to Purchaser arising out of the use of the information contained in such Confidential Information Presentation, management presentation or data room materials. THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY IN THIS SECTION AND IN ANY ANCILLARY AGREEMENT, CERTIFICATE OR OTHER INSTRUMENT PROVIDING IN CONNECTION WITH THIS AGREEMENT CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY TO PURCHASER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY . The Company hereby disclaims any such other or implied representations and responsibility for warranties, notwithstanding the delivery or disclosure to Purchaser, its Affiliates and their respective officers, directors, employees and representatives of any representationdocumentation or other information. The parties make no representations or warranties to each other, warranty, covenant, except as contained in this Agreement and in any ancillary agreement, certificate or statement instrument provided in connection with this Agreement, and any and all prior representations and warranties made by any party or information communicated (orally its representatives, whether verbally or in writing) to Purchaser (including any opinion, informationare merged into this Agreement, it being intended that no such prior representations or advice which may have been provided to Purchaser or any warranties shall survive the execution and delivery of its Affiliates, directors, managers, officers, employees, accounting firms, legal counsel or other agents, consultants or representatives by any stockholder, partner, director, officer, employee, accounting firm, legal counsel, or other agent, consultant, or representative of this Agreement and the Company or any Seller)Merger. Purchaser acknowledges that any estimates, forecasts, forecasts or projections furnished or made available to it concerning the Company Group (including the contents of the Confidential Information Presentation or management presentation and data room materials) regarding its properties, business, business or assets or liabilities may not have not been prepared in accordance with GAAP or standards applicable under the Securities ActAct of 1933, as amended, and such estimates, forecasts and projections, including any the estimates reflected in the Financial Statements and/or the Interim Financial Statements, reflect numerous assumptions, and are subject to material risks and uncertainties. Purchaser acknowledges that actual results may vary, perhaps materially. Purchaser further acknowledges that it has conducted an independent investigation of the financial condition, assets, liabilities, properties and projected operations of the Company Group in making its determinations as to the propriety of the transactions contemplated by this Agreement, and Purchaser is not relying in entering into this Agreement, has relied solely on the representations and warranties of the Company expressly contained in this Agreement and in any such estimatesancillary agreement, forecasts certificate or projections. ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. ANY AND ALL PRIOR REPRESENTATIONS AND WARRANTIES MADE BY ANY PARTY OR ITS REPRESENTATIVES, WHETHER VERBALLY OR IN WRITING, ARE DEEMED TO HAVE BEEN MERGED INTO THIS AGREEMENT, IT BEING INTENDED THAT NO SUCH PRIOR REPRESENTATIONS OR WARRANTIES SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENTinstrument provided in connection with this Agreement.

Limitation on Warranties. The representations and warranties of the Sellers in Sections 3.3 and 3.4 hereof constitute the sole and exclusive representations and warranties to Purchaser in connection with the transactions contemplated hereby. Except as expressly set forth in Sections 3.3 Section 2.02 and 3.4 of this AgreementSection 2.03, (a) neither the Company nor Sellers make no any express or implied representation or warranty of any kind whatsoever (includingwhatsoever, without limitation, including any representation or warranty as to the physical condition or value of any of the assets of the Company or the Business, any Subsidiary or the future profitability or future earnings performance of the Business)Company and Subsidiaries and (b) no covenants, warranties or representations are made, or have been made, by Sellers, the Company or Xxxxxx Gull or any of their respective representatives or agents with respect to the accuracy or completeness of any information contained in the Confidential Information Memorandum distributed by Xxxxxx Gull (the “Confidential Information Memorandum”) or in the management presentation or Data Room materials distributed by Xxxxxx Gull or the Company and none of them shall have any liability to Purchaser arising out of the use of the information contained in such Confidential Information Memorandum or such management presentation or Data Room materials. THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY IN SECTION 2.02 AND SELLERS IN SECTION 2.03 CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLERS TO PURCHASER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND SELLERS AND PURCHASER ACKNOWLEDGE AND AGREE THAT IT IS NOT RELYING ON ANY SUCH OTHER REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE EXPRESS OR IMPLIED. The Company and Sellers hereby disclaim any such other or implied representations and warranties with respect to the assets of the Company and its Subsidiaries, notwithstanding the delivery or disclosure to Purchaser, its Affiliates and their respective officers, directors, employees and representatives of any documentation or other information. The parties make no representations or warranties to each other, except as contained in this Agreement, and Sellers disclaim any and all liability prior representations and responsibility for warranties made by any representationparty or its representatives, warranty, covenant, agreement, or statement made or information communicated (orally whether verbally or in writing) to Purchaser (including any opinion, informationare merged into this Agreement, it being intended that no such prior representations or advice which may have been provided to Purchaser or any warranties shall survive the execution and delivery of its Affiliates, directors, managers, officers, employees, accounting firms, legal counsel or other agents, consultants or representatives by any stockholder, partner, director, officer, employee, accounting firm, legal counsel, or other agent, consultant, or representative of the Company or any Seller)this Agreement. Purchaser acknowledges that any estimates, forecasts, forecasts or projections furnished or made available to it concerning the Company and the Subsidiaries (including the contents of the Confidential Information Memorandum or management presentation and Data Room materials) regarding its properties, business, business or assets or liabilities may not have not been prepared in accordance with GAAP or standards applicable under the Securities Act, and such estimates, forecasts and projections, including any the estimates reflected in the Financial Statements and/or and the Interim Financial Statements, reflect numerous assumptions, and are subject to material risks and uncertainties. Purchaser acknowledges that actual results may vary, perhaps materially. Purchaser further acknowledges that it has conducted an independent investigation of the financial condition, assets, liabilities, properties and projected operations of the Company and the Subsidiaries in making its determinations as to the propriety of the transactions contemplated by this Agreement, and in entering into this Agreement, has relied solely on the representations and warranties of the Company and Sellers expressly contained in this Agreement. Nothing in this Section 2.04 shall limit the rights or remedies of Purchaser is not relying on or any such estimates, forecasts Purchaser Indemnitee under applicable Law for matters involving fraud (as defined by statute or projections. ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. ANY AND ALL PRIOR REPRESENTATIONS AND WARRANTIES MADE BY ANY PARTY OR ITS REPRESENTATIVES, WHETHER VERBALLY OR IN WRITING, ARE DEEMED TO HAVE BEEN MERGED INTO THIS AGREEMENT, IT BEING INTENDED THAT NO SUCH PRIOR REPRESENTATIONS OR WARRANTIES SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENTthe common law) or a fraudulent misrepresentation.

Limitation on Warranties. The Except for the representations and warranties of the Sellers in Sections 3.3 and 3.4 hereof constitute the sole and exclusive representations and warranties to Purchaser in connection with the transactions contemplated hereby. Except as expressly set forth in Sections 3.3 and 3.4 Article III (which, for the avoidance of this Agreementdoubt, Sellers make no express or implied representation or warranty of any kind whatsoever (including, without limitation, any representation or warranty as to the physical condition or value of any of the assets of the Company or the Business, the future profitability or future earnings performance of the Business), and Sellers disclaim all liability and responsibility for any representation, warranty, covenant, agreement, or statement made or information communicated (orally or in writing) to Purchaser (including any opinion, information, or advice which may have been provided to Purchaser or any of its Affiliates, directors, managers, officers, employees, accounting firms, legal counsel or other agents, consultants or representatives are qualified by any stockholderrelated item in the Disclosure Schedule) or Article IV, partner, director, officer, employee, accounting firm, legal counsel, or other agent, consultant, or representative (a) none of the Company or any SellerCompany Stockholder is making or will be deemed to have made, and neither the Company nor any Company Stockholder (or any other person) will have or be subject to any liability (including any claim based upon fraudulent inducement) arising out of, relating to or resulting from, any other representations or warranties, written or oral, common law or statutory, express or implied (including with respect to non-infringement, merchantability or suitability or fitness for any particular purpose). Purchaser acknowledges that , as to the accuracy or completeness of, or the distribution to, or use by, Parent or Merger Sub, of, any advice, document, or other information regarding the Company Capital Stock, the Company or the Company’s business, financial condition, assets (including the condition, value, quality or suitability of any assets) or liabilities, including any estimates, budgets, forecasts, plans, projections or projections statements (any of the foregoing, an “Extra- Contractual Statement”). Parent hereby acknowledges and agrees that, except as expressly provided in Article III or Article IV, Parent is acquiring the Company and its assets and the Company Capital Stock on an “as is, where is” basis. Parent represents, warrants and acknowledges that, except as expressly provided in Article III or Article IV, none of any Company Stockholder, the Company, or the Stockholders’ Representative have made, and each Company Stockholder, the Company, and the Stockholders’ Representative hereby expressly disclaim and negate, and each of Parent and its Affiliates hereby expressly waives and is not relying on, any Extra-Contractual Statement (including any express or implied warranty relating to the Company Capital Stock or any asset (tangible, intangible or mixed) of the Company, including implied warranties of fitness, non-infringement, merchantability or suitability or fitness for a particular purpose), and each of Parent and its Affiliates hereby expressly waives and relinquishes any and all rights, claims and causes of action in connection with, the accuracy, completeness or materiality of any Extra-Contractual Statement heretofore furnished or made available to it concerning the Company Parent or its propertiesRepresentatives or Affiliates by or on behalf of any Company Stockholder, businessthe Company, assets or liabilities have not been prepared in accordance with GAAP or standards applicable under the Securities Act, Stockholders’ Representative (it being intended that no such prior Extra-Contractual Statement will survive the execution and such estimates, forecasts and projections, including any reflected in the Financial Statements and/or the Interim Financial Statements, reflect numerous assumptions, and are subject to material risks and uncertainties. Purchaser acknowledges that actual results may vary, perhaps materially, and Purchaser is not relying on any such estimates, forecasts or projections. ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. ANY AND ALL PRIOR REPRESENTATIONS AND WARRANTIES MADE BY ANY PARTY OR ITS REPRESENTATIVES, WHETHER VERBALLY OR IN WRITING, ARE DEEMED TO HAVE BEEN MERGED INTO THIS AGREEMENT, IT BEING INTENDED THAT NO SUCH PRIOR REPRESENTATIONS OR WARRANTIES SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENTdelivery of this Agreement).

Limitation on Warranties. The Except for and without limiting the representations and warranties of the Sellers in Sections 3.3 and 3.4 hereof constitute the sole and exclusive representations and warranties to Purchaser in connection with the transactions contemplated hereby. Except as expressly set forth in Sections 3.3 Article III (which, for the avoidance of doubt, are qualified by any related item in the Disclosure Schedule) the Company is not making and 3.4 of this Agreementwill not be deemed to have made, Sellers make no and neither the Company nor any Equityholder (or any other Person) will have or be subject to any liability arising out of, or relating to or resulting from, any other representations and warranties, written or oral, common law or statutory, express or implied representation (including with respect to non-infringement, merchantability or warranty of any kind whatsoever (includingsuitability or fitness for a particular purpose), without limitation, any representation or warranty as to the physical condition accuracy or value completeness of, or the distribution to, or use by Purchaser or Merger Sub, of any of advice, document, or other information regarding the assets of Shares, the Company or the Businessbusiness, financial condition and assets (including the condition, value, quality or suitability of any assets) or liabilities of the Company, including Forward-Looking Statements (any of the foregoing, an “Extra-Contractual Statement”). Purchaser represents, warrants and acknowledges that, except as expressly provided in Article III, none of any Equityholder, the future profitability Company, or future earnings performance Representative have made, and each Equityholder, the Company, and Representative hereby expressly disclaim and negate, and each of Purchaser and its Affiliates hereby expressly waives and is not relying on any Extra-Contractual Statement (including any express or implied warranty relating to the Shares or any assets (tangible, intangible or mixed) of the BusinessCompany, including implied warranties of fitness, non-infringement, merchantability or suitability or fitness for a particular purpose), and Sellers disclaim each of Purchaser and its Affiliates hereby expressly waives and relinquishes any and all liability rights, claims and responsibility for causes of action in connection with, the accuracy completeness or materiality of any representation, warranty, covenant, agreement, or statement made or information communicated (orally or in writing) to Purchaser (including any opinion, information, or advice which may have been provided to Purchaser or any of its Affiliates, directors, managers, officers, employees, accounting firms, legal counsel or other agents, consultants or representatives by any stockholder, partner, director, officer, employee, accounting firm, legal counsel, or other agent, consultant, or representative of the Company or any Seller). Purchaser acknowledges that any estimates, forecasts, or projections Extra-Contractual Statement heretofore furnished or made available to it concerning Purchaser or its representatives or Affiliates by or on behalf of any Equityholder or the Company or its properties, business, assets or liabilities have not been prepared in accordance with GAAP or standards applicable under (it being intended that no such prior Extra-Contractual Statement will survive the Securities Act, execution and such estimates, forecasts and projections, including any reflected in the Financial Statements and/or the Interim Financial Statements, reflect numerous assumptions, and are subject to material risks and uncertainties. Purchaser acknowledges that actual results may vary, perhaps materially, and Purchaser is not relying on any such estimates, forecasts or projections. ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. ANY AND ALL PRIOR REPRESENTATIONS AND WARRANTIES MADE BY ANY PARTY OR ITS REPRESENTATIVES, WHETHER VERBALLY OR IN WRITING, ARE DEEMED TO HAVE BEEN MERGED INTO THIS AGREEMENT, IT BEING INTENDED THAT NO SUCH PRIOR REPRESENTATIONS OR WARRANTIES SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENTdelivery of this Agreement).

Limitation on Warranties. The representations and warranties of the Sellers in Sections 3.3 and 3.4 hereof constitute the sole and exclusive representations and warranties to Purchaser in connection with the transactions contemplated hereby. Except as expressly set forth in Sections 3.3 and 3.4 of this Agreement, Sellers make no express or implied representation or warranty of any kind whatsoever (including, without limitation, any representation or warranty as to the physical condition or value of any of the assets of the Company or the Business, the future profitability or future earnings performance of the Business), and Sellers disclaim all liability and responsibility for any representation, warranty, covenant, agreement, or statement made or information communicated (orally or in writing) to Purchaser (including any opinion, information, or advice which may have been provided to Purchaser or any of its Affiliates, directors, managers, officers, employees, accounting firms, legal counsel or other agents, consultants or representatives by any stockholder, partner, director, officer, employee, accounting firm, legal counsel, or other agent, consultant, or representative of the Company or any Seller). Purchaser acknowledges that any estimates, forecasts, or projections furnished or made available to it concerning the Company or its properties, business, assets or liabilities have not been prepared in accordance with GAAP or standards applicable under the Securities Act, and such estimates, forecasts and projections, including any reflected in the Financial Statements and/or the Interim Financial Statements, reflect numerous assumptions, and are subject to material risks and uncertainties. Purchaser acknowledges that actual results may vary, perhaps materially, and Purchaser is not relying on any such estimates, forecasts or projections. ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. THE PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES TO EACH OTHER, EXCEPT AS CONTAINED IN THIS AGREEMENT AND THE TRANSACTION DOCUMENTS, AND ANY AND ALL PRIOR REPRESENTATIONS AND WARRANTIES MADE BY ANY PARTY OR ITS REPRESENTATIVES, WHETHER VERBALLY ORALLY OR IN WRITING, ARE DEEMED TO HAVE BEEN MERGED INTO THIS AGREEMENT, IT BEING INTENDED THAT NO SUCH PRIOR REPRESENTATIONS OR WARRANTIES SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT, AND PURCHASER ACKNOWLEDGES THAT SELLER SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY WITH RESPECT TO ANY SUCH PRIOR REPRESENTATIONS OR WARRANTIES, ABSENT FRAUD. Purchaser acknowledges that Seller makes no representation or warranty to Purchaser with respect to any estimates, forecasts, or projections furnished or made available to it concerning the Company or a Subsidiary (including those reflected in the contents of the confidential offering memorandum circulated by Lincoln International LLC) and that estimates regarding the Company’s and its Subsidiaries’ properties, businesses or assets have not been prepared in accordance with GAAP (except any estimates incorporated in the Financial Statements or the Interim Financial Statements) or standards applicable under the Securities Act, and that such estimates, forecasts and projections reflect numerous assumptions, are subject to material risks and uncertainties. Purchaser acknowledges that actual results may vary, perhaps materially.

Limitation on Warranties. The representations and warranties of the Sellers in Sections 3.3 and 3.4 hereof constitute the sole and exclusive representations and warranties to Purchaser in connection with the transactions contemplated hereby. Except as expressly set forth in Sections 3.3 and 3.4 of this AgreementARTICLE IV, Sellers make (a) the Seller makes no express or implied representation or warranty of any kind whatsoever (includingwhatsoever, without limitation, including any representation or warranty as to the physical condition or value of any of the assets of the Company Group or the Business, the future profitability or future earnings performance of the Business)Company Group and (b) no covenants, and Sellers disclaim all liability and responsibility for any representation, warranty, covenant, agreementwarranties or representations are made, or statement made or information communicated (orally or in writing) to Purchaser (including any opinion, information, or advice which may have been provided to Purchaser made, by the Seller, the Company Group or the Bankers, or any of its Affiliatestheir respective representatives or agents with respect to the accuracy or completeness of any information contained in the Confidential Information Presentation distributed by Xxxxxxx Xxxxx & Company, directors, managers, officers, employees, accounting firms, legal counsel or other agents, consultants or representatives by any stockholder, partner, director, officer, employee, accounting firm, legal counselL.L.C. (the “Confidential Information Presentation”), or other agent, consultantin the management presentation or data room materials distributed by or on behalf of the Bankers and the Seller, or representative in the information obtained by Purchaser pursuant to Section 5.1 and none of them shall have any liability to Purchaser arising out of the Company use of the information contained in such Confidential Information Presentation, management presentation or any Seller)data room materials. THE REPRESENTATIONS AND WARRANTIES OF THE SELLER IN THIS ARTICLE IV CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLER TO PURCHASER IN CONNECTION WITH THE TRANSACTIONS, AND PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESS OR IMPLIED (INCLUDING ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY GROUP, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE SPECIFICALLY DISCLAIMED BY THE SELLER AND PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS NOT RELYING ON ANY SUCH OTHER REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE EXPRESS OR IMPLIED. The parties make no representations or warranties to each other, except as contained in this Agreement. Purchaser acknowledges that any estimates, forecasts, forecasts or projections furnished or made available to it concerning the Company Group (including the contents of the Confidential Information Presentation or management presentation and data room materials) regarding its properties, business, business or assets or liabilities may not have not been prepared in accordance with GAAP or standards applicable under the Securities Act, and such estimates, forecasts and projections, including any reflected in the Financial Statements and/or the Interim Financial Statements, reflect numerous assumptions, and are subject to material risks and uncertainties. Purchaser acknowledges that actual results may vary, perhaps materially, and Purchaser is not relying on any such estimates, forecasts or projections. ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. ANY AND ALL PRIOR REPRESENTATIONS AND WARRANTIES MADE BY ANY PARTY OR ITS REPRESENTATIVES, WHETHER VERBALLY OR IN WRITING, ARE DEEMED TO HAVE BEEN MERGED INTO THIS AGREEMENT, IT BEING INTENDED THAT NO SUCH PRIOR REPRESENTATIONS OR WARRANTIES SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT.

Limitation on Warranties. The representations and warranties of the Sellers in Sections 3.3 and 3.4 hereof constitute the sole and exclusive representations and warranties to Purchaser in connection with the transactions contemplated hereby. Except as expressly set forth in Sections 3.3 and 3.4 of this AgreementSection 3, Sellers make (i) the Target makes no express or implied representation or warranty of any kind whatsoever (includingwhatsoever, without limitation, including any representation or warranty as to the physical condition or value of any of the property or assets of the Company Target or the Businessany Target Subsidiary, the future profitability or future earnings performance of the Business)Target or any Target Subsidiary or compliance with the HSR Act and (ii) no covenants, and Sellers disclaim all liability and responsibility for any representation, warranty, covenant, agreementwarranties or representations are made, or statement made or information communicated (orally or in writing) to Purchaser (including any opinion, information, or advice which may have been provided to Purchaser made, by Target or any of its Affiliatesrepresentatives or agents with respect to the accuracy or completeness of any information contained in the Offering Memorandum for the Xxxxxx Communities Portfolio distributed by Xxxxxx Xxxxxxx Xxxxxx & Co., directors, managers, officers, employees, accounting firms, legal counsel LLC (the “Confidential Information Memorandum”) or other agents, consultants in the management presentation or representatives by Data Room and none of them shall have any stockholder, partner, director, officer, employee, accounting firm, legal counsel, liability to Parent or other agent, consultant, or representative Merger Sub arising out of the Company use of the information contained in such Confidential Information Memorandum or any Seller)such management presentation or Data Room materials. Purchaser acknowledges that any estimatesTHE REPRESENTATIONS AND WARRANTIES OF TARGET IN SECTION 3 CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF TARGET IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, forecastsAND PARENT AND MERGER SUB UNDERSTAND, or projections furnished or made available to it concerning the Company or its propertiesACKNOWLEDGE AND AGREE THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESS OR IMPLIED (INCLUDING, businessBUT NOT LIMITED TO, assets or liabilities have not been prepared in accordance with GAAP or standards applicable under the Securities ActANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, and such estimatesRESULTS OF OPERATIONS, forecasts and projectionsASSETS OR LIABILITIES OF TARGET, including any reflected in the Financial Statements and/or the Interim Financial Statements, reflect numerous assumptions, and are subject to material risks and uncertainties. Purchaser acknowledges that actual results may vary, perhaps materially, and Purchaser is not relying on any such estimates, forecasts or projections. ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE) ARE EXPRESSLY EXCLUDED. SPECIFICALLY DISCLAIMED BY TARGET AND PARENT AND MERGER SUB ACKNOWLEDGE AND AGREE THAT EACH IS NOT RELYING ON ANY AND ALL PRIOR REPRESENTATIONS AND WARRANTIES MADE BY SUCH OTHER REPRESENTATION OR WARRANTY OF ANY PARTY KIND OR ITS REPRESENTATIVES, WHETHER VERBALLY NATURE EXPRESS OR IN WRITING, ARE DEEMED TO HAVE BEEN MERGED INTO THIS AGREEMENT, IT BEING INTENDED THAT NO SUCH PRIOR REPRESENTATIONS OR WARRANTIES SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENTIMPLIED.