Common use of No Additional Representations and Warranties Clause in Contracts

No Additional Representations and Warranties. Except as provided in this Article V or in any certificate to be delivered by Parent or the Merger Subs in connection with this Agreement, none of Parent, the Merger Subs or any other Person on behalf of Parent or the Merger Subs makes any express or implied representation or warranty with respect to Parent, the Merger Subs, any of their respective Subsidiaries, or with respect to any other information provided to the Company, the Operating Partnerships or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of Parent, the Merger Subs or any other Person will have or be subject to any claim, liabilities or any other obligation to the Company, the Operating Partnerships or any other Person resulting from the distribution or failure to distribute to the Company or the Operating Partnerships, or the Company’s or the Operating Partnerships’ use of, any such information, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article V. Except for the representations and warranties expressly contained in Article IV, Parent and the Merger Subs acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither the Company nor any of its Subsidiaries or Representatives makes, and none of Parent, the Merger Subs or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to Parent, the Merger Subs or any of their respective Representatives by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwise, including any information, documents, projections, forecasts or other material made available to Parent, the Merger Subs or their respective Representatives in certain “data rooms,” management presentations or otherwise in expectation of the Transactions.

No Additional Representations and Warranties. Except as provided in this Article V IV or in any certificate to be delivered by Parent or the Merger Subs Company in connection with this Agreement, none of Parentthe Company, the Merger Subs Operating Partnerships or any other Person on behalf of Parent the Company or the Merger Subs Operating Partnerships makes any express or implied representation or warranty with respect to Parentthe Company, the Merger SubsOperating Partnerships, any of their respective Subsidiaries, or with respect to any other information provided to the CompanyParent, the Operating Partnerships Merger Subs or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of Parentthe Company, the Merger Subs Operating Partnerships or any other Person will have or be subject to any claim, liabilities or any other obligation to the CompanyParent, the Operating Partnerships Merger Subs or any other Person resulting from the distribution or failure to distribute to the Company Parent or the Operating PartnershipsMerger Subs, or the CompanyParent’s or the Operating PartnershipsMerger Subs’ use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article V. IV. Except for the representations and warranties expressly contained in Article IVV, Parent the Company and the Merger Subs Operating Partnerships acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither the Company Parent nor any of its Subsidiaries or Representatives makes, and none of Parentthe Company, the Merger Subs Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of the CompanyParent, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to Parentthe Company, the Merger Subs Operating Partnerships or any of their respective Representatives by or on behalf of the CompanyParent, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwise, including any information, documents, projections, forecasts or other material made available to Parent, the Merger Subs or their respective Representatives in certain “data rooms,” management presentations or otherwise in expectation of the Transactions.

No Additional Representations and Warranties. Except as provided in this Article V or in any certificate to be delivered by Parent or the Merger Subs in connection with this Agreement, none of Parent, the Merger Subs or any other Person on behalf of Parent or the Merger Subs makes any express or implied representation or warranty with respect to Parent, the Merger Subs, any of their respective Subsidiaries, or with respect to any other information provided to the Company, the Operating Partnerships or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of Parent, the Merger Subs or any other Person will have or be subject to any claim, liabilities or any other obligation to the Company, the Operating Partnerships or any other Person resulting from the distribution or failure to distribute to the Company or the Operating Partnerships, or the Company’s or the Operating Partnerships’ use of, any such information, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article V. Except for the express representations and warranties expressly contained provided in Article III and this Article IV, Parent and the Merger Subs acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither the Company Seller nor any of its Subsidiaries or Representatives makesnor Affiliates, and none of Parent, the Merger Subs or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of the Company, any of its Subsidiaries, nor any of their respective Representatives or equityholders or any other Person acting on Seller’s behalf has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to Seller or any of the Company Entities (including any representation or warranty relating to financial condition, results of operations, assets or liabilities of any of the Company Entities) to Buyer or any of its Affiliates or their respective Representatives or equityholders or any other Person, and Seller, on behalf of itself and its Subsidiaries and their respective Affiliates and Representatives, hereby disclaims any such other representations or with warranties and no such party shall be liable in respect to of the accuracy or completeness of any other information provided or made available to Parent, the Merger Subs Buyer or any of its Affiliates or their respective Representatives by or on behalf of equityholders other than the Company, express representations and warranties provided in Article III and this Article IV. Neither Seller nor any of its SubsidiariesSubsidiaries nor Affiliates, nor any of their respective Representatives or equityholders or any other Person acting on Seller’s behalf is, directly or indirectly, orally or in connection with the Transactions writing, making any representations or warranties regarding any pro-forma financial information, financial projections or other forward-looking prospects, risks or statements (financial or otherwise, ) of the Company Entities to Buyer or its Affiliates (including any opinion, information, documentsprojection or advice in any management presentation or the confidential information memorandum provided to Buyer), projectionsand Seller, forecasts or other material on behalf of itself and its Subsidiaries and their respective Affiliates and Representatives, hereby disclaims all Liability and responsibility for any such information and statements. It is understood that any due diligence materials made available to Parent, the Merger Subs Buyer or its Affiliates or their respective Representatives in certain “data rooms,” management presentations do not, directly or otherwise in expectation indirectly, and shall not be deemed to, directly or indirectly, contain representations or warranties of the TransactionsSeller or its Affiliates or their respective Representatives.

No Additional Representations and Warranties. Except as provided in this Article V or in any certificate to be delivered by Parent or the Merger Subs in connection with this Agreement, none of Parent, the Merger Subs or any other Person on behalf of Parent or the Merger Subs makes any express or implied representation or warranty with respect to Parent, the Merger Subs, any of their respective Subsidiaries, or with respect to any other information provided to the Company, the Operating Partnerships or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of Parent, the Merger Subs or any other Person will have or be subject to any claim, liabilities or any other obligation to the Company, the Operating Partnerships or any other Person resulting from the distribution or failure to distribute to the Company or the Operating Partnerships, or the Company’s or the Operating Partnerships’ use of, any such information, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article V. Except for the representations and warranties expressly contained set forth in Article IVV, Parent the Company specifically acknowledges and the Merger Subs acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) agrees that neither the Company Parent nor any of its Subsidiaries or Representatives makesAffiliates, and none of Parent, the Merger Subs or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other PersonPerson makes, or has made, any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity). Except as otherwise expressly provided in this Article IV (as modified by the Company Disclosure Schedules), the Company Parties hereby expressly disclaim and negate (a) any other express or implied representation or warranty whatsoever (whether at law (including common law or by statute) or in equity), including with respect to (i) the Company or its Subsidiaries or any of the Company's or its Subsidiaries' respective businesses, assets, employees, Permits, Liabilities, operations, prospects or condition (financial or otherwise) or (ii) any opinions, projections, forecasts, estimates, statements, advice, budgets or other information (including information with respect to Filings and Consents of any Governmental Authority or information with respect to the future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof), or future business and operations), as well as any other business plan and cost-related plan information provided of the Company Group (including the reasonableness of the assumptions underlying any of the foregoing), made, communicated or made available furnished to Parent, the Merger Subs its Affiliates or any of their respective Representatives by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions (this clause (ii), collectively, "Company Projections") and (b) all liability and responsibility for any such other representation or otherwise, including warranty or any information, documents, projections, forecasts or other material made available to Parent, the Merger Subs or their respective Representatives in certain “data rooms,” management presentations or otherwise in expectation of the Transactionssuch Company Projection.

No Additional Representations and Warranties. Except as otherwise expressly provided in this Article V or II (as modified by the Company Schedules) and in any certificate to be delivered by Parent or the Merger Subs in connection with this Ancillary Agreement, none neither the Company, any Subsidiary, any of Parenttheir respective Affiliates, the Merger Subs nor any of their respective directors, officers, employees, stockholders, partners, members or representatives has made, or is making, any other Person on behalf of Parent or the Merger Subs makes any express or implied representation or warranty whatsoever with respect to Parentthe Company, its Affiliates, and any matter relating to any of them, including their affairs, the Merger Subscondition, any value or quality of their respective Subsidiariesassets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided made available to the Company, the Operating Partnerships or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of Parent, the Merger Subs its Affiliates or any other Person will have or be subject to any claim, liabilities or any other obligation to the Company, the Operating Partnerships or any other Person resulting from the distribution or failure to distribute to the Company or the Operating Partnerships, or the Company’s or the Operating Partnerships’ use of, any such information, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article V. Except for the representations and warranties expressly contained in Article IV, Parent and the Merger Subs acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that representatives by, or on behalf of, Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither the Company nor any other person on behalf of its Subsidiaries Company has made or Representatives makes, and none of any representation or warranty, whether express or implied, with respect to any projections, forecasts or estimates or budgets made available to Parent, the Merger Subs its Affiliates or any of their respective Representatives has relied upon representatives of future revenues, future results of operations (or otherwise been induced byany component thereof), future cash flows or future financial condition (or any other representation or warrantycomponent thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not express included in any management presentation or implied, by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to in any other information provided or made available to Parent, the Merger Subs its Affiliates or any of their respective Representatives representatives or any other person, and that any such representations or warranties are expressly disclaimed. The Company is not relying on any statement, representation or warranty, oral or written, express or implied, made by Parent or on behalf of the Company, any of its Subsidiaries, Merger Sub or any of their respective Representatives representatives, except as expressly set forth in Article III (as modified by the Parent Schedules), in any Ancillary Agreement, or in any other Person in connection with the Transactions or otherwise, including any information, documents, projections, forecasts or other material made available to Parent, the Merger Subs or their respective Representatives in certain “data rooms,” management presentations or otherwise in expectation of the TransactionsParent SEC Report.

No Additional Representations and Warranties. Except as provided in this Article V Agreement, any Ancillary Agreement or in any certificate delivered pursuant to be delivered by Parent or the Merger Subs in connection with this Agreement, none of ParentPurchaser, the Merger Subs or Purchaser Guarantor and any other Person on behalf of Parent makes, has made or the Merger Subs makes will make any express or implied representation or warranty with respect to ParentPurchaser, Purchaser Guarantor or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and each of Purchaser and Purchaser Guarantor hereby disclaims any such other representations or warranties. In particular, without limiting the Merger Subsforegoing disclaimer, except for the representations and warranties made by Purchaser and Purchaser Guarantor in this Agreement, any Ancillary Agreement or in any certificate delivered pursuant to this Agreement, none of Purchaser, Purchaser Guarantor and any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Purchaser, Purchaser Guarantor or any of their respective Subsidiaries, Subsidiaries or with respect to any other information provided to the Company, the Operating Partnerships transactions contemplated hereby or its or their respective businesses or operations or (ii) any oral or written information furnished or made available to the Company or any of their Affiliates or Representatives in connection with the Transactionscourse of their due diligence investigation of Purchaser and Purchaser Guarantor, the negotiation of this Agreement or the consummation of the transactions contemplated hereby, including the accuracy, completeness or timeliness currency thereof. None of ParentNOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, the Merger Subs or any other Person will have or be subject to any claimNOTHING IN THIS SECTION 4.8 OR SECTION 3.22 SHALL PREVENT, liabilities or any other obligation to the Company, the Operating Partnerships or any other Person resulting from the distribution or failure to distribute to the Company or the Operating Partnerships, or the Company’s or the Operating Partnerships’ use of, any such information, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article V. Except for the representations and warranties expressly contained in Article IV, Parent and the Merger Subs acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither the Company nor any of its Subsidiaries or Representatives makes, and none of Parent, the Merger Subs or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to Parent, the Merger Subs or any of their respective Representatives by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwise, including any information, documents, projections, forecasts or other material made available to Parent, the Merger Subs or their respective Representatives in certain “data rooms,” management presentations or otherwise in expectation of the TransactionsLIMIT OR PRECLUDE A CLAIM RELATING TO FRAUD.

No Additional Representations and Warranties. Except as in the event of Fraud and for the express representations and warranties provided in this Article V or in any certificate to be delivered by Parent or the Merger Subs in connection with this AgreementIII, none of Parent, the Merger Subs or any other Person on behalf of Parent or the Merger Subs makes any express or implied representation or warranty with respect to Parent, the Merger Subs, any of their respective Subsidiaries, or with respect to any other information provided to the Company, the Operating Partnerships or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of Parent, the Merger Subs or any other Person will have or be subject to any claim, liabilities or any other obligation to the Company, the Operating Partnerships or any other Person resulting from the distribution or failure to distribute to the Company or the Operating Partnerships, or the Company’s or the Operating Partnerships’ use of, any such information, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article V. Except for the representations and warranties expressly contained in Article IV, Parent and any Transaction Document to which Seller is or will at the Merger Subs acknowledge and agree Closing be a party, or any certificate delivered by Seller pursuant to this Agreement or any Transaction Document, neither Seller nor any other member of the Seller Group (on their own behalf and on behalf of each of their respective Representatives) that neither including the Company Company), nor any of its Subsidiaries or Representatives makes, and none of Parent, the Merger Subs or any of their respective Affiliates, directors, officers, employees, equityholders, partners, members or other Representatives has relied upon made, or otherwise been induced byis making, any other representation or warrantywarranty of any kind or nature whatsoever, whether oral or not written, express or implied, by relating to the Company (including, but not limited to, any representation or warranty relating to financial condition, results of operations, assets or liabilities of the Company) to Buyer or any of its Affiliates or its or their respective directors, officers, employees, equityholders, partners, members or other Representatives, and Seller, on behalf of itself and the other members of the Seller Group (including the Company) and their Affiliates, except in the event of Fraud, hereby disclaims any such other representations or warranties and all Liability and responsibility for all projections, forecasts, estimates, financial statements, financial information, appraisals, statements, promises, advice, data or information made, communicated or furnished (orally or in writing, including electronically) to Buyer or any of Buyer’s Affiliates or Representatives, including omissions therefrom, and no such party shall be liable, except in the event of Fraud, in respect of the accuracy or completeness of any information provided to Buyer or any of its Subsidiaries, any of their respective Representatives Affiliates or any other Person, or with respect to any other information provided or made available to Parent, the Merger Subs or any of their respective Representatives by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwise, including any information, documents, projections, forecasts or other material made available to Parent, the Merger Subs or their respective directors, officers, employees, equityholders, partners, members or other Representatives other than the express representations and warranties provided in certain “data rooms,” management presentations this Article III, Article IV, any Transaction Document to which Seller is or otherwise in expectation of will at the TransactionsClosing be a party, or any certificate delivered by Seller pursuant to this Agreement or any Transaction Document.

No Additional Representations and Warranties. Except as provided in this Article V or in any certificate to be delivered by Parent or Each of Univision and Merger Sub, on the Merger Subs in connection with this Agreementone hand, none of Parentand HBC, on the Merger Subs or any other Person on behalf of Parent or the Merger Subs makes any express or implied representation or warranty with respect to Parenthand, the Merger Subsagrees that, any of their respective Subsidiaries, or with respect to any other information provided to the Company, the Operating Partnerships or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of Parent, the Merger Subs or any other Person will have or be subject to any claim, liabilities or any other obligation to the Company, the Operating Partnerships or any other Person resulting from the distribution or failure to distribute to the Company or the Operating Partnerships, or the Company’s or the Operating Partnerships’ use of, any such information, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article V. Except except for the representations and warranties made by the other party that are expressly contained set forth in Article IVII and Article III of this Agreement, Parent as applicable, neither party has made and shall not be deemed to have made to such other party any representation or warranty of any kind. Unless otherwise expressly liable pursuant to a written agreement, no Representative or "affiliate" (each such person a '33 Act Affiliate") within the Merger Subs acknowledge meaning of Rule 405 promulgated under the Securities Act, acting in his or its capacity as an agent of a party, shall have any liability or obligation for breaches of this Agreement or the transactions contemplated hereby, and agree (on their own behalf each party hereby waives and on behalf releases all claims of any such liability and obligation, except as set forth below. Without limiting the generality of the foregoing, each of their respective Representatives) party agrees that neither the Company other party nor any of its '33 Act Affiliates or Representatives makes or has made any representation or warranty to such party or to any of its Representatives or '33 Act Affiliates with respect to: (a) any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) of future financial condition (or any component thereof) of the other party or any of its Subsidiaries or Representatives makesthe future business, and none operations or affairs of Parent, the Merger Subs other party or any of their respective Representatives has relied upon or otherwise been induced by, its Subsidiaries; and (b) any other representation information, statement or warrantydocuments heretofore or hereafter delivered to or made available to such party or its Representatives or '33 Act Affiliates with respect to the other party or any of its Subsidiaries or the business, whether operations or not express or implied, by or on behalf affairs of the Company, other party or any of its Subsidiaries, except to the extent and as expressly covered by a representation and warranty made by the other party and contained in Article II or Article III of this Agreement, as applicable. Notwithstanding anything to the contrary in this Section 4.21, nothing in this Agreement shall relieve any of their respective Representatives party to this Agreement, any Representative, or any other Person, '33 Act Affiliate from any liability for statutory or with respect to any other information provided or made available to Parent, the Merger Subs or any of their respective Representatives by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwise, including any information, documents, projections, forecasts or other material made available to Parent, the Merger Subs or their respective Representatives in certain “data rooms,” management presentations or otherwise in expectation of the Transactionscommon law fraud.

No Additional Representations and Warranties. (a) Except as for the express representations and warranties provided in ARTICLE III and this Article V or in ARTICLE IV, neither Seller nor any certificate to be delivered by Parent or the Merger Subs in connection with this Agreementof its Affiliates, none of Parent, the Merger Subs or any other Person on behalf of Parent or the Merger Subs makes any express or implied representation or warranty with respect to Parent, the Merger Subs, nor any of their respective Subsidiariesdirectors, officers, employees, stockholders, partners, members or Representatives has made, or with respect is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to any other information provided to the CompanySeller, the Operating Partnerships or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of Parent, the Merger Subs or any other Person will have or be subject to any claim, liabilities or any other obligation to the Company, the Operating Partnerships or any other Person resulting from the distribution or failure to distribute to the Company or the Operating PartnershipsBusiness (including, or the Company’s or the Operating Partnerships’ use ofbut not limited to, any such information, unless and to the extent any such information is expressly included in a representation or warranty contained relating to financial condition, results of operations, assets or Liabilities of the Business) to Buyer or any of its Affiliates or their respective directors, officers, employees, stockholders, partners, members or Representatives, and Seller, on behalf of itself and its Affiliates, hereby disclaims any such other representations or warranties and no such party shall be liable in this Article V. Except for respect of the accuracy or completeness of any information provided to Buyer or any of its Affiliates or their respective directors, officers, employees, stockholders, partners, members or Representatives (including information in the “Project Harvest Moon” electronic data room hosted by Venue by DFIN (the “Data Room”) or provided in any formal or informal management presentation), other than the express representations and warranties expressly contained provided in Article ARTICLE III and this ARTICLE IV. (b) EXCEPT FOR ANY REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III AND ARTICLE IV, Parent and the Merger Subs acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither the Company nor any of its Subsidiaries or Representatives makesTHE COMPANY INTERESTS ARE BEING ACQUIRED “AS IS, and none of Parent, the Merger Subs or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to Parent, the Merger Subs or any of their respective Representatives by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwise, including any information, documents, projections, forecasts or other material made available to Parent, the Merger Subs or their respective Representatives in certain “data roomsWHERE IS,” management presentations or otherwise in expectation of the TransactionsAND SELLER AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO LIABILITIES, OPERATIONS OF THE BUSINESSES, OR ASSETS (INCLUDING TITLE, CONDITION, VALUE OR QUALITY THEREOF) OF THE COMPANY AND THE BUSINESS OR THE PROSPECTS (FINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF THE ASSETS OF THE COMPANY AND THE BUSINESS, AND SELLER AND ITS AFFILIATES EXPRESSLY DISCLAIM, AND BUYER HEREBY WAIVES, ANY REPRESENTATION OR WARRANTY OF QUALITY, MERCHANTABILITY, NON-INFRINGEMENT, USAGE, OR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE ASSETS OF THE COMPANY AND THE BUSINESS, OR ANY PART THEREOF, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, OR COMPLIANCE WITH ENVIRONMENTAL REQUIREMENTS, OR AS TO THE CONDITION OF THE ASSETS OF THE COMPANY AND THE BUSINESS OR ANY PART THEREOF, INCLUDING WHETHER THE COMPANY POSSESS SUFFICIENT REAL PROPERTY OR PERSONAL PROPERTY TO OPERATE THE BUSINESS, IN EACH CASE EXCEPT AS EXPRESSLY SET FORTH HEREIN. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE CONDITION OF THE ASSETS OF THE COMPANY AND THE BUSINESS, AND NO MATERIAL OR INFORMATION PROVIDED BY OR COMMUNICATIONS MADE BY OR ON BEHALF OF SELLER OR ITS AFFILIATES OR BY ANY REPRESENTATIVE, AGENT, ATTORNEY, ADVISOR, CONSULTANT, ACCOUNTANT, BROKER OR INVESTMENT BANKER, INCLUDING ANY INFORMATION OR MATERIAL CONTAINED IN THE MANAGEMENT PRESENTATION RECEIVED BY BUYER, ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES (INCLUDING ANY SUPPLEMENTS), INFORMATION PROVIDED DURING DUE DILIGENCE, INCLUDING INFORMATION IN THE DATA ROOM, AND ANY ORAL, WRITTEN OR ELECTRONIC RESPONSE TO ANY INFORMATION REQUEST PROVIDED TO BUYER, ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, WILL CAUSE OR CREATE ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, CONDITION, VALUE OR QUALITY OF THE COMPANY INTERESTS AND THE ASSETS OF THE COMPANY AND THE BUSINESS THAT IS NOT SET FORTH HEREIN.

No Additional Representations and Warranties. Except as otherwise expressly provided in this Article V or in any certificate to be delivered ARTICLE IV (as modified by the Parent or the Merger Subs in connection with this AgreementDisclosure Schedule), none of Parent, the Merger Subs Parent Subsidiaries, their Affiliates, or their Representatives has made, or is making, any other Person on behalf of Parent or the Merger Subs makes any express or implied representation or warranty whatsoever with respect to Parent, the Merger SubsParent Subsidiaries, their Affiliates, or any matter relating to any of them, including their respective Subsidiariesaffairs, the condition, value or quality of their assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided made available to the CompanyCAG, the Operating Partnerships or Companies, their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of Parent, the Merger Subs or any other Person will have or be subject to any claim, liabilities or any other obligation to the Company, the Operating Partnerships or any other Person resulting from the distribution or failure to distribute to the Company or the Operating Partnerships, or the Company’s or the Operating Partnerships’ use of, any such information, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article V. Except for the representations and warranties expressly contained in Article IV, Parent and the Merger Subs acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither the Company nor any of its Subsidiaries or Representatives makes, and none of Parent, the Merger Subs or any of their respective Representatives has relied upon or otherwise been induced by, or on behalf of, Parent, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, neither Parent nor any other person on behalf of Parent has made or makes, any representation or warranty, whether or not express or implied, by with respect to any projections, forecasts or on behalf estimates or budgets made available to CAG, the Companies, their Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent (including the reasonableness of the Company, assumptions underlying any of its Subsidiariesthe foregoing), whether or not included in any management presentation or in any other information made available to CAG, the Companies, their Affiliates or any of their respective Representatives or any other Person, and that any such representations or with respect to warranties are expressly disclaimed. Parent is not relying on any other information provided statement, representation or warranty, oral or written, express or implied, made available to Parent, by CAG or the Merger Subs Companies or any of their respective Representatives Representatives, except as expressly set forth in ARTICLE II (as modified by the CAG Disclosure Schedule) or on behalf of in ARTICLE III (as modified by the Company, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwise, including any information, documents, projections, forecasts or other material made available to Parent, the Merger Subs or their respective Representatives in certain “data rooms,” management presentations or otherwise in expectation of the TransactionsCompany Disclosure Schedule).

No Additional Representations and Warranties. Except as provided for the representations and warranties made by the Company in this Article V or in any certificate to be delivered by Parent or III (including the Merger Subs in connection with this AgreementCompany Disclosure Letter), none of Parent, neither the Merger Subs or Company nor any other Person on behalf of Parent or the Merger Subs makes any express or implied representation or warranty with respect to Parentthe Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and the Merger SubsCompany hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by the Company in this Article III, neither the Company nor any other Person makes or has made any representation or warranty to Purchaser or Purchaser Guarantor or any of their respective Subsidiaries, Affiliates or Representatives with respect to (i) any other financial projection, forecast, estimate, budget or prospect information provided relating to the Company or any of its Subsidiaries or the transactions contemplated hereby or its or their respective businesses or operations or (ii) any oral or written information furnished or made available to Purchaser or Purchaser Guarantor or any of their Affiliates or Representatives in the course of their due diligence investigation of the Company, the Operating Partnerships negotiation of this Agreement or their respective Affiliates in connection with the Transactionsconsummation of the transactions contemplated hereby, including the accuracy, completeness or timeliness currency thereof. None of Parent, and neither the Merger Subs or Company nor any other Person will have any liability to Purchaser or be subject to any claim, liabilities or any other obligation to the Company, the Operating Partnerships or any other Person resulting from the distribution or failure to distribute to the Company or the Operating Partnerships, or the Company’s or the Operating Partnerships’ use of, any such information, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article V. Except for the representations and warranties expressly contained in Article IV, Parent and the Merger Subs acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither the Company nor any of its Subsidiaries or Representatives makes, and none of Parent, the Merger Subs or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to Parent, the Merger Subs or any of their respective Representatives by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives Purchaser Guarantor or any other Person in connection with the Transactions or otherwiserespect of such information, including any subsequent use of such information, documentsexcept for any claim for damages made prior to the Closing hereunder, projectionssubject to the terms hereof, forecasts for a breach of any representation or other material warranty made available by the Company in Article III relating to Parentsuch information or in the case of fraud. The representations and warranties in this Agreement, including this Section 3.15, do not abrogate or limit in any manner the Merger Subs or their respective Representatives representations and warranties made in certain “data rooms,” management presentations or otherwise in expectation of the TransactionsManagement Agreement, when and if made.

No Additional Representations and Warranties. Except as otherwise expressly provided in this Article V II (as modified by the Company Schedules), neither the Company, any Subsidiary, any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or in representatives has made, or is making, any certificate other express or implied representation or warranty whatsoever with respect to be delivered by Parent the Company, its Affiliates, or any matter relating to any of them, including their affairs, the Merger Subs in connection condition, value or quality of their assets, liabilities, financial condition or results of operations, or with this Agreement, none respect to the accuracy or completeness of any other information made available to Parent, its Affiliates or any of their respective representatives by, or on behalf of, the Merger Subs Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, neither the Company nor any other Person on behalf of Parent Company has made or the Merger Subs makes makes, any representation or warranty, whether express or implied representation or warranty implied, with respect to any projections, forecasts or estimates or budgets made available to Parent, the Merger Subs, its Affiliates or any of their respective Subsidiariesrepresentatives of future revenues, or with respect to any other information provided to the Company, the Operating Partnerships or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None future results of Parent, the Merger Subs operations (or any other Person will have component thereof), future cash flows or be subject to any claim, liabilities future financial condition (or any other obligation to the Company, the Operating Partnerships or any other Person resulting from the distribution or failure to distribute to component thereof) of the Company or the Operating Partnerships, or the Company’s or the Operating Partnerships’ use of, any such information, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article V. Except for the representations and warranties expressly contained in Article IV, Parent and the Merger Subs acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither the Company nor any of its Subsidiaries (including the reasonableness of the assumptions underlying any of the foregoing), whether or Representatives makesnot included in any management presentation or in any other information made available to Parent, its Affiliates or any of their respective representatives or any other Person, and none of Parentany such representations or warranties are expressly disclaimed. The Company is not relying on any statement, the representation or warranty, oral or written, express or implied, made by Parent or Merger Subs or any of their respective Representatives has relied upon representatives, except as expressly set forth in Article III (as modified by the Parent Schedule) or otherwise been induced by, in any other representation or warranty, whether or not express or implied, by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to Parent, the Merger Subs or any of their respective Representatives by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwise, including any information, documents, projections, forecasts or other material made available to Parent, the Merger Subs or their respective Representatives in certain “data rooms,” management presentations or otherwise in expectation of the TransactionsParent SEC Report.

No Additional Representations and Warranties. Except as provided in this Article V Agreement, any Ancillary Agreement or in any certificate delivered pursuant to be delivered by Parent or the Merger Subs in connection with this Agreement, none of Parent, the Merger Subs or no RHP Party nor any other Person on behalf of Parent makes, has made or the Merger Subs makes will make any express or implied representation or warranty with respect to Parentthe Company or any of the OEG Subsidiaries or its or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and the Merger SubsCompany hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by the RHP Parties and their respective Affiliates in this Agreement, any Ancillary Agreement or in any certificate delivered pursuant to this Agreement, neither the Company nor any other Person makes or has made any representation or warranty to Purchaser or Purchaser Guarantor or any of their respective Subsidiaries, Affiliates or Representatives with respect to (i) any other financial projection, forecast, estimate, budget or prospect information provided relating to the Company or any of the OEG Subsidiaries or the transactions contemplated hereby or its or their respective businesses or operations or (ii) any oral or written information furnished or made available to Purchaser or Purchaser Guarantor or any of their Affiliates or Representatives in the course of their due diligence investigation of the Company, the Operating Partnerships negotiation of this Agreement or their respective Affiliates in connection with the Transactionsconsummation of the transactions contemplated hereby, including the accuracy, completeness or timeliness currency thereof. None of ParentNOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, the Merger Subs or any other Person will have or be subject to any claimNOTHING IN THIS SECTION 3.22 OR SECTION 4.8 SHALL PREVENT, liabilities or any other obligation to the Company, the Operating Partnerships or any other Person resulting from the distribution or failure to distribute to the Company or the Operating Partnerships, or the Company’s or the Operating Partnerships’ use of, any such information, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article V. Except for the representations and warranties expressly contained in Article IV, Parent and the Merger Subs acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither the Company nor any of its Subsidiaries or Representatives makes, and none of Parent, the Merger Subs or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to Parent, the Merger Subs or any of their respective Representatives by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwise, including any information, documents, projections, forecasts or other material made available to Parent, the Merger Subs or their respective Representatives in certain “data rooms,” management presentations or otherwise in expectation of the TransactionsLIMIT OR PRECLUDE A CLAIM RELATING TO FRAUD.

No Additional Representations and Warranties. Except Buyer acknowledges and agrees that except for the representations and warranties contained in Article IV (as provided in this Article V or in any certificate to be delivered modified by Parent or the Merger Subs in connection with this AgreementDisclosure Schedules), none of Parent, neither the Merger Subs or Selling Parties nor any other Person on behalf of Parent or the Merger Subs makes any express or implied representation or warranty warranty, including as to the accuracy or completeness of any information regarding the Business, on behalf of the Selling Parties. The Selling Parties specifically disclaim any such representation or warranty, whether by the Selling Parties or any of their Representatives or any other Person, with respect to Parentthe execution and delivery of this Agreement, the Merger Subs, Ancillary Agreements or the consummation of the transactions contemplated hereby or the Business or Purchased Assets notwithstanding the delivery or disclosure to Buyer or any of their respective Subsidiaries, or with respect to any other information provided to the Company, the Operating Partnerships or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of Parent, the Merger Subs its Representatives or any other Person will of any documentation or other information with respect to the foregoing. Buyer further agrees that neither the Selling Parties nor any other Person shall have or be subject to any claim, liabilities or any other obligation Liability to the Company, the Operating Partnerships Buyer or any other Person resulting from the distribution to Buyer or failure to distribute to the Company or the Operating Partnershipssuch Person, or the CompanyBuyer’s or the Operating Partnerships’ such Person’s use of, any such information, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article V. Except for the representations and warranties expressly contained in Article IV, Parent and the Merger Subs acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither the Company nor any of its Subsidiaries or Representatives makes, and none of Parent, the Merger Subs or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to Parent, the Merger Subs or any of their respective Representatives by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwise, including any information, documents, projections, forecasts data or other material materials made available to ParentBuyer by the Selling Parties, the Merger Subs or their respective Representatives in certain “data rooms,” management presentations or otherwise other form in expectation of the Transactionstransactions contemplated by this Agreement. OTHER THAN THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV (AS MODIFIED BY THE DISCLOSURE SCHEDULES), IT IS THE EXPRESS INTENT OF THE PARTIES HERETO THAT THE SELLING PARTIES MAKE NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY IN RESPECT OF THE BUSINESS OR THE PURCHASED ASSETS OR ANY OTHER MATTER, INCLUDING, ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PURCHASED ASSETS, AND ANY SUCH REPRESENTATIONS OR WARRANTIES ARE EXPRESSLY DISCLAIMED. THE SELLING PARTIES RECOGNIZE AND AGREE THAT BUYER, IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT, IS RELYING UPON THE REPRESENTATIONS AND WARRANTIES EXPRESSLY GIVEN IN ARTICLE IV OF THIS AGREEMENT (AS MODIFIED BY THE DISCLOSURE SCHEDULES).

No Additional Representations and Warranties. Except as otherwise expressly provided in this Article V or in any certificate to be delivered ARTICLE III (as modified by Parent or the Merger Subs in connection with this AgreementCompany Disclosure Schedule), none of ParentCAG, the Merger Subs Companies, the Company Subsidiaries, their Affiliates, or any other Person on behalf of Parent their Representatives has made, or the Merger Subs makes is making, any express or implied representation or warranty whatsoever with respect to Parentthe Companies, the Merger SubsCompany Subsidiaries, their Affiliates, or any matter relating to any of them, including their respective Subsidiariesaffairs, the condition, value or quality of their assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided made available to the Company, the Operating Partnerships or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of Parent, the Merger Subs Parent or any other Person will have of its Affiliates or be subject to any claimRepresentatives by, liabilities or any other obligation to the Companyon behalf of, the Operating Partnerships or any other Person resulting from the distribution or failure to distribute to the Company CAG or the Operating PartnershipsCompanies (other than regarding CAG as expressly provided in ARTICLE II), or the Company’s or the Operating Partnerships’ use of, and any such information, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article V. Except for is expressly disclaimed. Without limiting the representations and warranties expressly contained in Article IVgenerality of the foregoing, Parent and neither CAG, the Merger Subs acknowledge and agree (on their own behalf and Companies nor any other person on behalf of each of their respective Representatives) that neither CAG or the Company nor Companies has made or makes any of its Subsidiaries or Representatives makes, and none of Parent, the Merger Subs or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by with respect to any projections, forecasts or on behalf of the Company, estimates or budgets made available to Parent or any of its SubsidiariesAffiliates or Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any member of the Company Group (including the reasonableness of the assumptions underlying any of their respective the foregoing), whether or not included in any management presentation or in any other information made available to Parent or any of its Affiliates Representatives or any other Person, and any such representation or with respect to warranty is expressly disclaimed. The Companies are not relying on any other information provided statement, representation or warranty, oral or written, express or implied, made available to Parent, the Merger Subs by Parent or any of their respective Representatives its Representatives, except as expressly set forth in ARTICLE IV (as modified by or on behalf of the Company, Parent Disclosure Schedule and any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwise, including any information, documents, projections, forecasts or other material made available to Parent, the Merger Subs or their respective Representatives in certain “data rooms,” management presentations or otherwise in expectation of the TransactionsParent SEC Report).

No Additional Representations and Warranties. Except as otherwise expressly provided in this Article V or II (as modified by the Company Schedules) and in any certificate to be delivered by Parent or the Merger Subs in connection with this Ancillary Agreement, none neither the Company, any Subsidiary, any of Parenttheir respective Affiliates, the Merger Subs nor any of their respective directors, officers, employees, stockholders, partners, members or representatives has made, or is making, any other Person on behalf of Parent or the Merger Subs makes any express or implied representation or warranty whatsoever with respect to Parentthe Company, its Affiliates, and any matter relating to any of them, including their affairs, the Merger Subscondition, any value or quality of their respective Subsidiariesassets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided made available to the Company, the Operating Partnerships or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of Parent, the Merger Subs its Affiliates or any other Person will have or be subject to any claim, liabilities or any other obligation to the Company, the Operating Partnerships or any other Person resulting from the distribution or failure to distribute to the Company or the Operating Partnerships, or the Company’s or the Operating Partnerships’ use of, any such information, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article V. Except for the representations and warranties expressly contained in Article IV, Parent and the Merger Subs acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that representatives by, or on behalf of, Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither the Company nor any other person on behalf of its Subsidiaries Company has made or Representatives makes, and none of any representation or warranty, whether express or implied, with respect to any projections, forecasts or estimates or budgets made available to Parent, the Merger Subs its Affiliates or any of their respective Representatives has relied upon representatives of future revenues, future results of operations (or otherwise been induced byany component thereof), future cash flows or future financial condition (or any other representation or warrantycomponent thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not express included in any management presentation or implied, by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to in any other information provided or made available to Parent, the Merger Subs its Affiliates or any of their respective Representatives representatives or any other person, and that any such representations or warranties are expressly disclaimed. The Company is not relying on any statement, representation or warranty, oral or written, express or implied, made by Parent or on behalf of the Company, any of its Subsidiaries, Merger Sub or any of their respective Representatives representatives, except as expressly set forth in Article III (as modified by the Parent Schedule), in any Ancillary Agreement, or in any other Person in connection with the Transactions or otherwise, including any information, documents, projections, forecasts or other material made available to Parent, the Merger Subs or their respective Representatives in certain “data rooms,” management presentations or otherwise in expectation of the TransactionsParent SEC Report.

No Additional Representations and Warranties. Except The Company acknowledges that except for the representations and warranties made by Parent and Merger Sub in Article 5 or as provided in this Article V or set forth in any certificate to be delivered by Parent or the Merger Subs in connection with this AgreementLetter of Transmittal, none of neither Parent, the Merger Subs or Sub nor any other Person on behalf of Parent or the Merger Subs makes any other express or implied representation or warranty with respect to ParentParent and Merger Sub. In entering into this Agreement, each of the Merger SubsCompany and Stockholders’ Representative has relied solely upon its own investigation and analysis and the representations and warranties set forth in Article 5, and each of the Company and Stockholders’ Representative acknowledges that (i) neither Parent nor any Affiliate of Parent nor any of their respective Subsidiariesdirectors, officers, employees, stockholders, agents or with respect to representatives makes or has made any other information provided to the Company, the Operating Partnerships or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of Parent, the Merger Subs or any other Person will have or be subject to any claim, liabilities or any other obligation to the Company, the Operating Partnerships or any other Person resulting from the distribution or failure to distribute to the Company or the Operating Partnerships, or the Company’s or the Operating Partnerships’ use of, any such information, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article V. Except for the representations and warranties expressly contained in Article IV, Parent and the Merger Subs acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither the Company nor any of its Subsidiaries or Representatives makes, and none of Parent, the Merger Subs or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not either express or implied, by at Law or on behalf in equity, (A) as to the accuracy or completeness of any of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to Parentthe Company, its Affiliates or any of the Merger Subs Company’s and its Affiliates respective directors, officers, employees, stockholders, agents, representatives or lenders or any other Person prior to the execution of this Agreement or (B) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the business of the Parent and its Subsidiaries heretofore or hereafter delivered to or made available to the Company, its Affiliates or any of the Company’s and its Affiliates respective directors, officers, employees, stockholders, agents, representatives or lenders and (ii) it has not been induced by or relied upon any representation, warranty or other statement, express or implied, made by Parent or any Affiliate of Parent or any of their respective Representatives by directors, officers, employees, stockholders, agents or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives representatives or any other Person Person, except in connection with the Transactions case of clause (i)(A) or otherwise, including any information, documents, projections, forecasts or other material made available to Parent, clause (ii) for the Merger Subs or their respective Representatives representations and warranties set forth in certain “data rooms,” management presentations or otherwise Article 5 and as may be set forth in expectation the Letters of the TransactionsTransmittal.

No Additional Representations and Warranties. Except as for the express representations and warranties provided in this Article V IV (as qualified by the Schedules), any Letter of Transmittal and the certificate contemplated Section 9.2(c), neither the Company nor any other Seller Party has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, at law or in any certificate equity, relating to be delivered by Parent or with respect to this Agreement or the transactions contemplated hereby to Acquiror, Merger Subs in connection with this Agreement, none of Parent, the Merger Subs Sub or any other Person on behalf of Parent or Acquiror Party. The Company and the Merger Subs makes Seller Parties expressly disclaim any express or implied and all liability and responsibility for any representation or warranty with respect to Parentof any kind or nature whatsoever, the Merger Subsoral or written, any of their respective Subsidiariesexpress or implied, relating or with respect to any financial information, financial projections, forecasts, budgets, confidential information memorandum or any other document or information provided made available to the CompanyAcquiror, the Operating Partnerships or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of Parent, the Merger Subs Sub or any other Person will have (including information in the Data Room or be subject to provided in any claimformal or informal management presentation), liabilities or any other obligation to the Company, the Operating Partnerships or any other Person resulting from the distribution or failure to distribute to the Company or the Operating Partnerships, or the Company’s or the Operating Partnerships’ use of, any such information, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article V. Except except for the representations and warranties expressly contained made in this Article IVIV (as qualified the Schedules), Parent any Letter of Transmittal and the Merger Subs acknowledge and agree certificate contemplated Section 9.2(c). EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS ARTICLE IV (on their own behalf and on behalf of each of their respective Representatives) that neither the Company nor any of its Subsidiaries or Representatives makesAS QUALIFIED BY THE SCHEDULES), and none of ParentANY LETTER OF TRANSMITTAL OR THE CERTIFICATE CONTEMPLATED BY SECTION 9.2(c), the Merger Subs or any of their respective Representatives has relied upon or otherwise been induced byNEITHER THE COMPANY NOR ANY SELLER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES TO ACQUIROR, any other representation or warrantyMERGER SUB OR ANY OTHER ACQUIROR PARTY, whether or not express or impliedORAL OR WRITTEN, by or on behalf of the CompanyEXPRESS OR IMPLIED, any of its SubsidiariesWITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, any of their respective Representatives or any other PersonOPERATIONS, or with respect to any other information provided or made available to ParentPROPERTIES, the Merger Subs or any of their respective Representatives by or on behalf of the CompanyLIABILITIES OR OBLIGATIONS, any of its SubsidiariesWHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, any of their respective Representatives or any other Person in connection with the Transactions or otherwiseINCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, including any information, documents, projections, forecasts or other material made available to Parent, the Merger Subs or their respective Representatives in certain “data rooms,” management presentations or otherwise in expectation of the TransactionsFITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE.

No Additional Representations and Warranties. Except as provided Each of Acquiror and Merger Sub, on the one hand, and SPC, on the other hand, agrees that, except for the representations and warranties made by the other party that are expressly set forth in this Article V or in any certificate to be delivered by Parent or the Merger Subs in connection with III and Article IV of this Agreement, none of Parentas applicable, the Merger Subs or any neither party has made and shall not be deemed to have made to such other Person on behalf of Parent or the Merger Subs makes party any express or implied representation or warranty with respect of any kind. Unless otherwise expressly liable pursuant to Parenta written agreement, no representative of a party or “affiliate” (within the Merger Subsmeaning of Rule 405 promulgated under the Securities Act) (each such person a “Securities Act Affiliate”), acting in his or its capacity as an agent of a party, shall have any liability or obligation for breaches of this Agreement or the Transaction, and each party hereby waives and releases all claims of any such liability and obligation, except as set forth below. Without limiting the generality of the foregoing, each party agrees that neither the other party nor any of their respective Subsidiaries, its Securities Act Affiliates or with respect to representatives makes or has made any other information provided to the Company, the Operating Partnerships or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of Parent, the Merger Subs or any other Person will have or be subject to any claim, liabilities or any other obligation to the Company, the Operating Partnerships or any other Person resulting from the distribution or failure to distribute to the Company or the Operating Partnerships, or the Company’s or the Operating Partnerships’ use of, any such information, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article V. Except for to such party or to any of its representatives or Securities Act Affiliates with respect to: (a) any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) of future financial condition (or any component thereof) of the representations and warranties expressly contained in Article IV, Parent and the Merger Subs acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither the Company nor other party or any of its Subsidiaries or Representatives makesthe future business, and none operations or affairs of Parent, the Merger Subs other party or any of their respective Representatives has relied upon or otherwise been induced by, its Subsidiaries; and (b) any other representation information, statement or warrantydocuments heretofore or hereafter delivered to or made available to such party or its representatives or Securities Act Affiliates with respect to the other party or any of its Subsidiaries or the business, whether operations or not express or implied, by or on behalf affairs of the Company, other party or any of its Subsidiaries, except to the extent and as expressly covered by a representation and warranty made by the other party and contained in Article III or Article IV of this Agreement, as applicable. Notwithstanding anything to the contrary in this Section 5.10, nothing in this Agreement shall relieve any of their respective Representatives party to this Agreement, any representative or any other Person, Securities Act Affiliate from any liability for statutory or with respect to any other information provided or made available to Parent, the Merger Subs or any of their respective Representatives by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwise, including any information, documents, projections, forecasts or other material made available to Parent, the Merger Subs or their respective Representatives in certain “data rooms,” management presentations or otherwise in expectation of the Transactionscommon law fraud.