Common use of No Additional Representations and Warranties Clause in Contracts

No Additional Representations and Warranties. EXCEPT AS SPECIFICALLY PROVIDED IN SECTIONS 2.1 THROUGH 3.26 HEREOF OR ANYWHERE ELSE IN THIS AGREEMENT, NO SELLER OR MEMBER GUARANTOR IS MAKING ANY REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THE PARTIES HERETO AGREE AND ACKNOWLEDGE THAT ALL SUCH IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS ARE HEREBY EXCLUDED AND DISCLAIMED. THE ACQUIRED ASSETS AND BUSINESS ARE BEING SOLD “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT. THE SELLERS AND MEMBER GUARANTORS DO NOT WARRANT THE FUTURE OPERATIONS, PROJECTIONS OF ANY NATURE, FINANCIAL REQUIREMENTS OR PERFORMANCE OF THE BUSINESS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE SELLERS AND MEMBER GUARANTORS ARE NOT, AND SHALL NOT BE, LIABLE FOR ANY LOSSES, ACTIONS, ADVERSE OCCURRENCES, AND THE LIKE, OF ANY NATURE WHATSOEVER WHICH ARISE OUT OF ANY ACTS, OMISSIONS OR EVENTS OCCURRING AFTER THE CLOSING DATE OR WHICH ARISE OUT OF THE LOSS OF ANY LICENSE(S) OR THE ABILITY TO OPERATE THE BUSINESS WHICH IS INCURRED OR ARISES ON OR AFTER THE CLOSING DATE (OTHER THAN AS A RESULT OF AN ACT, OMISSION OR EVENT BY THE SELLERS BEFORE THE CLOSING), OR ANY ACTIVITY, FORM OR ASPECT THEREOF, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3.11(a)(ii).

No Additional Representations and Warranties. (a) NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY OR OTHERWISE CONTAINED IN THE COMPANY DISCLOSURE SCHEDULE, EXCEPT AS SPECIFICALLY PROVIDED IN SECTIONS 2.1 THROUGH 3.26 HEREOF OR ANYWHERE ELSE FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SFS CORP. AND THE COMPANY IN THIS AGREEMENTARTICLE III, NO SELLER NONE OF UWM LLC, SFS CORP., THE COMPANY OR MEMBER GUARANTOR IS MAKING ANY REPRESENTATIONCOMPANY SUBSIDIARY OR AFFILIATE THEREOF NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO UWM LLC, WARRANTY SFS CORP., THE COMPANY AND THE COMPANY SUBSIDIARIES OR COVENANT ANY OTHER PERSON OR ITS RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO GHIV OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF ANY KINDDOCUMENTATION, EXPRESSFORECASTS, IMPLIED PROJECTIONS OR STATUTORYOTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SFS CORP. AND THE COMPANY IN THIS ARTICLE III, ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED BY THE COMPANY. (b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NONE OF UWM LLC, SFS CORP., THE COMPANY, THE SHAREHOLDERS OF THE FOREGOING NOR THEIR RESPECTIVE AFFILIATES, NOR ANY REPRESENTATIVE OF THE FOREGOING, HAS MADE, AND NONE OF THEM SHALL BE DEEMED TO HAVE MADE, ANY REPRESENTATIONS OR WARRANTIES IN THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF THE COMPANY AND THE COMPANY SUBSIDIARIES THAT HAVE BEEN MADE AVAILABLE TO GHIV, INCLUDING DUE DILIGENCE MATERIALS, OR IN ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF SFS CORP., THE COMPANY AND THE COMPANY SUBSIDIARIES BY THE MANAGEMENT OF THE COMPANY AND THE COMPANY SUBSIDIARIES OR OTHERS IN CONNECTION WITH THE TRANSACTIONS, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY GHIV IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT AND THE TRANSACTIONS. IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSETO, AND THE PARTIES HERETO AGREE AND ACKNOWLEDGE THAT ALL SUCH IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS ARE HEREBY EXCLUDED AND DISCLAIMED. THE ACQUIRED ASSETS AND BUSINESS ARE BEING SOLD “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT. THE SELLERS AND MEMBER GUARANTORS DO NOT WARRANT THE FUTURE OPERATIONS, PROJECTIONS OF ANY NATURE, FINANCIAL REQUIREMENTS OFFERING MEMORANDUM OR PERFORMANCE OF THE BUSINESS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREINSIMILAR MATERIALS MADE AVAILABLE BY SFS CORP., THE SELLERS COMPANY OR THE COMPANY SUBSIDIARIES AND MEMBER GUARANTORS THEIR REPRESENTATIVES, ARE NOT, NOT AND SHALL NOT BEBE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF SFS CORP., LIABLE FOR THE COMPANY OR ANY LOSSES, ACTIONS, ADVERSE OCCURRENCESCOMPANY SUBSIDIARY, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY GHIV IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT AND THE LIKE, OF ANY NATURE WHATSOEVER WHICH ARISE OUT OF ANY ACTS, OMISSIONS OR EVENTS OCCURRING AFTER THE CLOSING DATE OR WHICH ARISE OUT OF THE LOSS OF ANY LICENSE(S) OR THE ABILITY TO OPERATE THE BUSINESS WHICH IS INCURRED OR ARISES ON OR AFTER THE CLOSING DATE (OTHER THAN AS A RESULT OF AN ACT, OMISSION OR EVENT BY THE SELLERS BEFORE THE CLOSING), OR ANY ACTIVITY, FORM OR ASPECT THEREOF, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3.11(a)(ii)TRANSACTIONS.

No Additional Representations and Warranties. EXCEPT Buyer acknowledges and agrees that except for the representations and warranties contained in Article IV (as modified by the Disclosure Schedules), neither the Selling Parties nor any other Person makes any express or implied representation or 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 the execution and delivery of this Agreement, the 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 its Representatives or any other Person 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 Liability to Buyer or any other Person resulting from the distribution to Buyer or such Person, or Buyer’s or such Person’s use of, any such information, including any information, documents, data or materials made available to Buyer by the Selling Parties, management presentations or other form in expectation of the transactions contemplated by this Agreement. OTHER THAN THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV (AS SPECIFICALLY PROVIDED 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 SECTIONS 2.1 THROUGH 3.26 HEREOF EQUITY IN RE- SPECT OF THE BUSINESS OR ANYWHERE ELSE IN THIS AGREEMENTTHE PURCHASED ASSETS OR ANY OTHER MATTER, NO SELLER INCLUDING, ANY IMPLIED REPRESENTATION OR MEMBER GUARANTOR IS MAKING ANY REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED AS TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE OF THE PURCHASED ASSETS, AND THE PARTIES HERETO AGREE AND ACKNOWLEDGE THAT ALL ANY SUCH IMPLIED REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY AND FITNESS ARE HEREBY EXCLUDED AND EXPRESSLY DISCLAIMED. THE ACQUIRED ASSETS SELLING PARTIES RECOGNIZE AND BUSINESS ARE BEING SOLD “AS ISAGREE THAT BUYER, WHERE IS, IN CONNECTION WITH ALL FAULTS”, EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN EXECUTION AND DELIVERY OF THIS AGREEMENT. , IS RELYING UPON THE SELLERS REPRESENTATIONS AND MEMBER GUARANTORS DO NOT WARRANT THE FUTURE OPERATIONS, PROJECTIONS WARRANTIES EXPRESSLY GIVEN IN ARTICLE IV OF ANY NATURE, FINANCIAL REQUIREMENTS OR PERFORMANCE OF THE BUSINESS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE SELLERS AND MEMBER GUARANTORS ARE NOT, AND SHALL NOT BE, LIABLE FOR ANY LOSSES, ACTIONS, ADVERSE OCCURRENCES, AND THE LIKE, OF ANY NATURE WHATSOEVER WHICH ARISE OUT OF ANY ACTS, OMISSIONS OR EVENTS OCCURRING AFTER THE CLOSING DATE OR WHICH ARISE OUT OF THE LOSS OF ANY LICENSE(S) OR THE ABILITY TO OPERATE THE BUSINESS WHICH IS INCURRED OR ARISES ON OR AFTER THE CLOSING DATE THIS AGREEMENT (OTHER THAN AS A RESULT OF AN ACT, OMISSION OR EVENT MODIFIED BY THE SELLERS BEFORE THE CLOSING), OR ANY ACTIVITY, FORM OR ASPECT THEREOF, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3.11(a)(iiDISCLOSURE SCHEDULES).

No Additional Representations and Warranties. EXCEPT AS SPECIFICALLY PROVIDED IN SECTIONS 2.1 THROUGH 3.26 HEREOF OR ANYWHERE ELSE FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE COMPANY EXPRESSLY SET FORTH IN THIS AGREEMENT, NO AGREEMENT AND IN ANY OTHER TRANSACTION DOCUMENT TO WHICH THE SELLER OR MEMBER GUARANTOR THE COMPANY IS MAKING A PARTY, NEITHER THE COMPANY, THE SELLER, NOR ANY REPRESENTATION, WARRANTY OF THEIR RESPECTIVE AFFILIATES OR COVENANT OF ANY KIND, EXPRESS, IMPLIED REPRESENTATIVES MAKES OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSEHAS MADE, AND THE PARTIES HERETO AGREE SELLER AND ACKNOWLEDGE THAT ALL SUCH IMPLIED THE COMPANY HEREBY DISCLAIM, ANY ADDITIONAL REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY AND ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING AS TO THE CONDITION, VALUE OR QUALITY OF THE BUSINESS OR THE ASSETS OF THE COMPANY GROUP OR THE MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS ARE HEREBY EXCLUDED AND DISCLAIMED. FOR ANY PARTICULAR PURPOSE WITH RESPECT TO SUCH ASSETS OR BUSINESS, OR ANY PART THEREOF, OR AS TO THE ACQUIRED WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT SUCH SUBJECT ASSETS AND BUSINESS ARE BEING SOLD ACQUIRED “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT AS SPECIFICALLY PROVIDED TO ” ON THE CONTRARY IN THIS AGREEMENT. THE SELLERS AND MEMBER GUARANTORS DO NOT WARRANT THE FUTURE OPERATIONS, PROJECTIONS OF ANY NATURE, FINANCIAL REQUIREMENTS OR PERFORMANCE OF THE BUSINESS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE SELLERS AND MEMBER GUARANTORS ARE NOTCLOSING DATE, AND SHALL NOT BE, LIABLE FOR ANY LOSSES, ACTIONS, ADVERSE OCCURRENCESIN THEIR PRESENT CONDITION, AND THE LIKE, OF ANY NATURE WHATSOEVER WHICH ARISE OUT OF ANY ACTS, OMISSIONS OR EVENTS OCCURRING AFTER THE CLOSING DATE OR WHICH ARISE OUT OF THE LOSS OF ANY LICENSE(S) OR THE ABILITY TO OPERATE THE BUSINESS WHICH IS INCURRED OR ARISES BUYER SHALL RELY ON OR AFTER THE CLOSING DATE (OTHER THAN AS A RESULT OF AN ACT, OMISSION OR EVENT BY THE SELLERS BEFORE THE CLOSING), OR ANY ACTIVITY, FORM OR ASPECT ITS OWN EXAMINATION AND INVESTIGATION THEREOF, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3.11(a)(ii).

No Additional Representations and Warranties. Except as provided in this Article III OR THE ANCILLARY AGREEMENTS, NONE OF SELLER PARENT OR ANY OF THE ACQUIRED PARTIES, THE PREDECESSOR ENTITIES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES HAS MADE, OR IS MAKING, ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY (WRITTEN OR ORAL) TO LANDCADIA, LANDCADIA HOLDCO OR THEIR AFFILIATES OR REPRESENTATIVES AND EXPRESSLY DISCLAIMS ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES. IN PARTICULAR, WITHOUT LIMITING THE FOREGOING, NEITHER SELLER PARENT NOR ANY OF THE ACQUIRED PARTIES NOR ANY OTHER PERSON MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY TO THE OTHER PARTIES HERETO (OR THEIR AFFILIATES OR REPRESENTATIVES) WITH RESPECT TO (A) ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET OR PROSPECT INFORMATION RELATING TO ANY ACQUIRED PARTY OR (B) ANY ORAL OR (EXCEPT AS SPECIFICALLY PROVIDED IN SECTIONS 2.1 THROUGH 3.26 HEREOF OR ANYWHERE ELSE FOR THE REPRESENTATIONS AND WARRANTIES MADE BY SELLER PARENT IN THIS AGREEMENTARTICLE III, NO SELLER OR MEMBER GUARANTOR IS MAKING ANY REPRESENTATIONincluding any disclosure schedule, WARRANTY OR COVENANT OF ANY KINDor in any ancillary agreements) written information made available to the other Parties hereto in the course of their evaluation of the Acquired Parties, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO the negotiation of this Agreement or in the course of the Transactions. WITHOUT LIMITING THE IMPLIED WARRANTIES OF MERCHANTABILITY FOREGOING AND FITNESS FOR A PARTICULAR PURPOSE, AND THE PARTIES HERETO AGREE AND ACKNOWLEDGE THAT ALL SUCH IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS ARE HEREBY EXCLUDED AND DISCLAIMED. THE ACQUIRED ASSETS AND BUSINESS ARE BEING SOLD “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT AS SPECIFICALLY PROVIDED NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT. ARTICLE iii, THE SELLERS ACQUIRED PARTIES AND MEMBER GUARANTORS DO PREDECESSOR ENTITIES HAVE NOT WARRANT made, AND ARE NOT making, AND EXPRESSLY DISCLAIM any express or implied representation or warranty (written or oral) ABOUT THE FUTURE OPERATIONS, PROJECTIONS OF ANY NATURE, FINANCIAL REQUIREMENTS BUSINESSES OR PERFORMANCE OPERATIONS OF THE BUSINESS. NOTWITHSTANDING ANYTHING PREDECESSOR ENTITIES, EXCEPT TO THE CONTRARY HEREIN, THE SELLERS AND MEMBER GUARANTORS ARE NOT, AND SHALL NOT BE, LIABLE FOR ANY LOSSES, ACTIONS, ADVERSE OCCURRENCES, AND THE LIKE, OF ANY NATURE WHATSOEVER WHICH ARISE EXTENT ARISING OUT OF ANY ACTS, OMISSIONS OR EVENTS OCCURRING AFTER RELATING TO THE CLOSING DATE OR WHICH ARISE OUT OF THE LOSS OF ANY LICENSE(S) OR THE ABILITY TO OPERATE THE BUSINESS WHICH “bUSINESS” (AS SUCH TERM IS INCURRED OR ARISES ON OR AFTER THE CLOSING DATE (OTHER THAN AS A RESULT OF AN ACT, OMISSION OR EVENT BY THE SELLERS BEFORE THE CLOSING), OR ANY ACTIVITY, FORM OR ASPECT THEREOF, EXCEPT AS EXPRESSLY SET FORTH DEFINED IN SECTION 3.11(a)(iiTHIS AGREEMENT).

No Additional Representations and Warranties. EXCEPT AS SPECIFICALLY OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE), THE COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO THE CONDITION, VALUE OR QUALITY OF THE UNITS, THE COMPANY, ITS SUBSIDIARIES OR THE COMPANY’S OR ITS SUBSIDIARIES’ ASSETS, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE COMPANY’S OR ITS SUBSIDIARIES’ ASSETS, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS AGREEMENT (AS MODIFIED BY THE DISCLOSURE SCHEDULE), THE COMPANY HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO PURCHASER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED IN SECTIONS 2.1 THROUGH 3.26 HEREOF TO PURCHASER BY ANY OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR ANYWHERE ELSE REPRESENTATIVE OF THE COMPANY OR ANY OF ITS AFFILIATES). WITHOUT LIMITING ANY OF THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, NO SELLER THE COMPANY HAS NOT MADE ANY REPRESENTATIONS OR MEMBER GUARANTOR IS MAKING WARRANTIES TO PURCHASER REGARDING ANY REPRESENTATION, WARRANTY PROJECTION OR COVENANT OF ANY KIND, EXPRESS, IMPLIED FORECAST REGARDING FUTURE RESULTS OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THE PARTIES HERETO AGREE AND ACKNOWLEDGE THAT ALL SUCH IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS ARE HEREBY EXCLUDED AND DISCLAIMED. THE ACQUIRED ASSETS AND BUSINESS ARE BEING SOLD “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT. THE SELLERS AND MEMBER GUARANTORS DO NOT WARRANT THE FUTURE OPERATIONS, PROJECTIONS OF ANY NATURE, FINANCIAL REQUIREMENTS PROBABLE SUCCESS OR PERFORMANCE PROFITABILITY OF THE BUSINESSCOMPANY. NOTWITHSTANDING ANYTHING IN THIS SECTION 3.27 TO THE CONTRARY HEREINCONTRARY, SECTION 3.27 DOES NOT LIMIT PURCHASER’S REMEDIES IN THE SELLERS AND MEMBER GUARANTORS ARE NOT, AND SHALL NOT BE, LIABLE FOR ANY LOSSES, ACTIONS, ADVERSE OCCURRENCES, AND THE LIKE, CASE OF ANY NATURE WHATSOEVER WHICH ARISE OUT OF ANY ACTS, OMISSIONS OR EVENTS OCCURRING AFTER THE CLOSING DATE OR WHICH ARISE OUT OF THE LOSS OF ANY LICENSE(S) OR THE ABILITY TO OPERATE THE BUSINESS WHICH IS INCURRED OR ARISES ON OR AFTER THE CLOSING DATE (OTHER THAN AS A RESULT OF AN ACT, OMISSION OR EVENT BY THE SELLERS BEFORE THE CLOSING), OR ANY ACTIVITY, FORM OR ASPECT THEREOF, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3.11(a)(ii)FRAUD.

No Additional Representations and Warranties. EXCEPT AS SPECIFICALLY PROVIDED Buyer acknowledges that neither Seller nor any other person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Purchased Assets, except as expressly set forth in this Agreement, any Ancillary Agreement or any other agreement between the parties, and Buyer further agrees that neither Seller nor any other person shall have or be subject to any Liability to Buyer or any other person resulting from the distribution to Buyer or such person, or Buyer’s or such person’s use of, any such information, including, without limitation, the Confidential Information Memorandum prepared by The Blackstone Group and any information, documents, data or materials made available to Buyer in any data room furnished by Seller, management presentations or other form in expectation of the transactions contemplated by this Agreement. NOTWITHSTANDING ANYTHING CONTAINED IN SECTIONS 2.1 THROUGH 3.26 ARTICLE IV HEREOF OR ANYWHERE ELSE ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IT IS THE EXPRESS INTENT OF THE PARTIES HERETO THAT SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY IN RESPECT OF THE PURCHASED ASSETS OR ANY OTHER MATTER BEYOND THOSE EXPRESSLY GIVEN IN THIS AGREEMENT, NO SELLER INCLUDING, WITHOUT LIMITATION, ANY IMPLIED REPRESENTATION OR MEMBER GUARANTOR IS MAKING ANY REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED AS TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE OF THE PURCHASED ASSETS, AND THE PARTIES HERETO AGREE AND ACKNOWLEDGE THAT ALL ANY SUCH IMPLIED REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY AND FITNESS ARE HEREBY EXCLUDED AND EXPRESSLY DISCLAIMED. EXCEPT FOR THE ACQUIRED REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND THE ANCILLARY AGREEMENTS, IT IS UNDERSTOOD AND AGREED BY BUYER THAT BUYER IS PURCHASING THE PURCHASED ASSETS AND BUSINESS ARE BEING SOLD ON AN “AS IS, ” AND “WHERE IS, WITH ALL FAULTS”, EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT. THE SELLERS AND MEMBER GUARANTORS DO NOT WARRANT THE FUTURE OPERATIONS, PROJECTIONS OF ANY NATURE, FINANCIAL REQUIREMENTS OR PERFORMANCE OF THE BUSINESS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE SELLERS AND MEMBER GUARANTORS ARE NOT, AND SHALL NOT BE, LIABLE FOR ANY LOSSES, ACTIONS, ADVERSE OCCURRENCES, AND THE LIKE, OF ANY NATURE WHATSOEVER WHICH ARISE OUT OF ANY ACTS, OMISSIONS OR EVENTS OCCURRING AFTER THE CLOSING DATE OR WHICH ARISE OUT OF THE LOSS OF ANY LICENSE(S) OR THE ABILITY TO OPERATE THE BUSINESS WHICH IS INCURRED OR ARISES ON OR AFTER THE CLOSING DATE (OTHER THAN AS A RESULT OF AN ACT, OMISSION OR EVENT BY THE SELLERS BEFORE THE CLOSING), OR ANY ACTIVITY, FORM OR ASPECT THEREOF, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3.11(a)(ii)” BASIS.

No Additional Representations and Warranties. EXCEPT AS SPECIFICALLY PROVIDED IN SECTIONS 2.1 THROUGH 3.26 HEREOF OR ANYWHERE ELSE IN THIS AGREEMENTPurchaser acknowledges and agrees that, NO SELLER OR MEMBER GUARANTOR IS MAKING except as otherwise expressly set forth in this Agreement or any Ancillary Agreement: (a) neither Seller nor Dynegy makes any representations or warranties about the Purchased Assets, the Project or the Project Site, and (b) the Purchased Assets shall be transferred to Purchaser in their condition at the time of Closing, AS-IS, WHERE-IS, without any further representation or warranty of condition whatsoever and without any further representation or warranty that the Purchased Assets are free from latent defects or vices INCLUDING ANY REPRESENTATION, WARRANTY OR COVENANT OF REPRESENTATION THAT THE PURCHASED ASSETS ARE FIT FOR PURCHASER’S INTENDED USE OR PURCHASER’S PARTICULAR PURPOSE OR THAT THE PURCHASED ASSETS ARE FREE FROM HIDDEN, REDHIBITORY, OR LATENT DEFECTS OR VICES AND PURCHASER WAIVES ANY KINDSUCH WARRANTY TO WHICH IT MAY BE ENTITLED UNDER THE LOUISIANA CIVIL CODE AND PURCHASER WAIVES (A) ANY WARRANTY TO WHICH IT MIGHT BE ENTITLED UNDER SAID CIVIL CODE THAT THE PURCHASED ASSETS BE REASONABLY FIT FOR THEIR ORDINARY USE, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED (B) ALL RIGHTS IN REDHIBITION PURSUANT TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSELOUISIANA CIVIL CODE, (C) THE WARRANTY AGAINST HIDDEN OR REDHIBITORY DEFECTS IN THE PURCHASED ASSETS, AND (D) THE PARTIES HERETO AGREE WARRANTY THAT THE PERSONAL PROPERTY IS FIT FOR ITS INTENDED USE, EACH OF WHICH WOULD OTHERWISE BE IMPOSED UPON SELLER BY THE LOUISIANA CIVIL CODE AND ACKNOWLEDGE PURCHASER HEREBY RELEASES SELLER FROM ANY LIABILITY FOR HIDDEN, REDHIBITORY, OR LATENT DEFECTS OR VICES UNDER THE LOUISIANA CIVIL CODE. PURCHASER HEREBY ACKNOWLEDGES THAT ALL SUCH IMPLIED WARRANTIES OF MERCHANTABILITY THE FOREGOING WAIVERS AND FITNESS ARE HEREBY EXCLUDED AND DISCLAIMED. THE ACQUIRED ASSETS AND BUSINESS ARE BEING SOLD “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT AS SPECIFICALLY PROVIDED DISCLAIMERS HAVE BEEN BROUGHT TO THE CONTRARY ATTENTION OF PURCHASER AND EXPLAINED IN THIS AGREEMENT. THE SELLERS DETAIL TO PURCHASER, AND MEMBER GUARANTORS DO NOT WARRANT THE FUTURE OPERATIONS, PROJECTIONS OF ANY NATURE, FINANCIAL REQUIREMENTS OR PERFORMANCE OF THE BUSINESS. NOTWITHSTANDING ANYTHING PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT IT HAS KNOWINGLY AND VOLUNTARILY AGREED TO THE CONTRARY HEREINSAME. Notwithstanding the foregoing, THE SELLERS AND MEMBER GUARANTORS ARE NOT, AND SHALL NOT BE, LIABLE FOR ANY LOSSES, ACTIONS, ADVERSE OCCURRENCES, AND THE LIKE, OF ANY NATURE WHATSOEVER WHICH ARISE OUT OF ANY ACTS, OMISSIONS OR EVENTS OCCURRING AFTER THE CLOSING DATE OR WHICH ARISE OUT OF THE LOSS OF ANY LICENSE(S) OR THE ABILITY TO OPERATE THE BUSINESS WHICH IS INCURRED OR ARISES ON OR AFTER THE CLOSING DATE (OTHER THAN AS A RESULT OF AN ACT, OMISSION OR EVENT BY THE SELLERS BEFORE THE CLOSING), OR ANY ACTIVITY, FORM OR ASPECT THEREOF, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3.11(a)(ii)nothing in this Section 5.6 shall in any way diminish the liability of Seller and Dynegy with respect to any breach of a representation or warranty expressly set forth in this Agreement or any Ancillary Agreement.

No Additional Representations and Warranties. (a) NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT AS SPECIFICALLY PROVIDED IN SECTIONS 2.1 THROUGH 3.26 HEREOF OR ANYWHERE ELSE FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY GHIV IN THIS AGREEMENTARTICLE IV, NO SELLER NEITHER GHIV NOR ANY AFFILIATE THEREOF MAKES ANY REPRESENTATION OR MEMBER GUARANTOR IS MAKING WARRANTY WITH RESPECT TO GHIV OR ITS BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO SFS CORP., THE COMPANY OR ANY REPRESENTATION, WARRANTY OF THEIR RESPECTIVE AFFILIATES OR COVENANT REPRESENTATIVES OF ANY KINDDOCUMENTATION, EXPRESSFORECASTS, IMPLIED PROJECTIONS OR STATUTORYOTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY GHIV IN THIS ARTICLE IV, ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED BY GHIV. (b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER GHIV NOR ITS AFFILIATES, NOR ANY REPRESENTATIVE OF THE FOREGOING, HAS MADE, AND NONE OF THEM SHALL BE DEEMED TO HAVE MADE, ANY REPRESENTATIONS OR WARRANTIES IN THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF GHIV THAT HAVE BEEN MADE AVAILABLE TO SFS CORP. OR THE COMPANY, INCLUDING BUT NOT LIMITED TO DUE DILIGENCE MATERIALS, OR IN ANY PRESENTATION OF THE IMPLIED WARRANTIES BUSINESS AND AFFAIRS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSEGHIV BY THE MANAGEMENT OF GHIV OR OTHERS IN CONNECTION WITH THE TRANSACTIONS, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY SFS CORP. OR THE PARTIES HERETO AGREE COMPANY IN EXECUTING, DELIVERING AND ACKNOWLEDGE PERFORMING THIS AGREEMENT AND THE TRANSACTIONS. IT IS UNDERSTOOD THAT ALL SUCH IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS ARE HEREBY EXCLUDED AND DISCLAIMED. THE ACQUIRED ASSETS AND BUSINESS ARE BEING SOLD “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT. THE SELLERS AND MEMBER GUARANTORS DO NOT WARRANT THE FUTURE OPERATIONSANY COST ESTIMATES, PROJECTIONS OF OR OTHER PREDICTIONS, ANY NATUREDATA, ANY FINANCIAL REQUIREMENTS INFORMATION OR PERFORMANCE OF THE BUSINESS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREINANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, THE SELLERS INCLUDING, ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY GHIV AND MEMBER GUARANTORS ITS REPRESENTATIVES, ARE NOT, NOT AND SHALL NOT BE, LIABLE FOR ANY LOSSES, ACTIONS, ADVERSE OCCURRENCESBE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF GHIV, AND THE LIKE, OF ANY NATURE WHATSOEVER WHICH ARISE OUT OF ANY ACTS, OMISSIONS OR EVENTS OCCURRING AFTER THE CLOSING DATE OR WHICH ARISE OUT OF THE LOSS OF ANY LICENSE(S) ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY SFS CORP. OR THE ABILITY TO OPERATE COMPANY IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT AND THE BUSINESS WHICH IS INCURRED OR ARISES ON OR AFTER THE CLOSING DATE (OTHER THAN AS A RESULT OF AN ACT, OMISSION OR EVENT BY THE SELLERS BEFORE THE CLOSING), OR ANY ACTIVITY, FORM OR ASPECT THEREOF, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3.11(a)(ii)TRANSACTIONS.

No Additional Representations and Warranties. EXCEPT AS SPECIFICALLY PROVIDED IN SECTIONS 2.1 THROUGH 3.26 HEREOF OR ANYWHERE ELSE IN THIS AGREEMENTBuyer acknowledges that none of the Sellers or any other person has made any representation or warranty, NO SELLER OR MEMBER GUARANTOR IS MAKING ANY REPRESENTATIONexpress or implied, WARRANTY OR COVENANT OF ANY KINDas to the accuracy or completeness of any information regarding the Industrial Power Transmission Business or the Industrial Power Transmission Assets, EXPRESSexcept as expressly set forth in this Agreement, IMPLIED OR STATUTORYand Buyer further agrees that none of the Sellers or any other person shall have or be subject to any liability to Buyer or any other person resulting from the distribution to Buyer or such person, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSEor Buyer's or such person's use of, AND THE PARTIES HERETO AGREE AND ACKNOWLEDGE THAT ALL SUCH IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS ARE HEREBY EXCLUDED AND DISCLAIMEDany such information, including, without limitation, the Confidential Information Memorandum prepared by SG Advisers and any information, documents, data or materials made available to Buyer in any data room furnished by the Sellers, management presentations or other form in expectation of the transactions contemplated by this Agreement. THE ACQUIRED ASSETS AND BUSINESS ARE BEING SOLD “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT. THE SELLERS AND MEMBER GUARANTORS DO NOT WARRANT THE FUTURE OPERATIONS, PROJECTIONS OF ANY NATURE, FINANCIAL REQUIREMENTS OR PERFORMANCE OF THE BUSINESS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE SELLERS AND MEMBER GUARANTORS ARE NOT, AND SHALL NOT BE, LIABLE FOR ANY LOSSES, ACTIONS, ADVERSE OCCURRENCES, AND THE LIKE, OF ANY NATURE WHATSOEVER WHICH ARISE OUT OF ANY ACTS, OMISSIONS OR EVENTS OCCURRING AFTER THE CLOSING DATE OR WHICH ARISE OUT OF THE LOSS OF ANY LICENSE(S) OR THE ABILITY TO OPERATE THE BUSINESS WHICH IS INCURRED OR ARISES ON OR AFTER THE CLOSING DATE (OTHER THAN AS A RESULT OF AN ACT, OMISSION OR EVENT BY THE SELLERS BEFORE THE CLOSING), OR ANY ACTIVITY, FORM OR ASPECT THEREOF, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3.11(a)(ii)THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, IT IS THE EXPRESS INTENT OF THE PARTIES HERETO THAT THE SELLERS MAKE NO ADDITIONAL REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY IN RESPECT OF THE INDUSTRIAL POWER TRANSMISSION BUSINESS OR THE INDUSTRIAL POWER TRANSMISSION ASSETS OR ANY OTHER MATTER BEYOND THOSE EXPRESSLY GIVEN IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INDUSTRIAL POWER TRANSMISSION BUSINESS OR ANY OF THE INDUSTRIAL POWER TRANSMISSION ASSETS, AND ANY SUCH REPRESENTATIONS OR WARRANTIES ARE EXPRESSLY DISCLAIMED.

No Additional Representations and Warranties. (a) NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY OR OTHERWISE CONTAINED IN THE COMPANY DISCLOSURE LETTER, EXCEPT AS SPECIFICALLY PROVIDED IN SECTIONS 2.1 THROUGH 3.26 HEREOF OR ANYWHERE ELSE FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY AND MERGER SUB IN THIS AGREEMENTARTICLE IV AND IN THE TRANSACTION AGREEMENTS TO WHICH THEY ARE A PARTY, NO SELLER NEITHER THE COMPANY NOR MERGER SUB NOR ANY AFFILIATE THEREOF NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR MEMBER GUARANTOR IS MAKING WARRANTY WITH RESPECT TO THE GROUP COMPANIES OR ANY REPRESENTATIONOTHER PERSON OR THEIR RESPECTIVE BUSINESSES, WARRANTY OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR COVENANT OTHERWISE) OR PROSPECTS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO SPAC OR ANY OF ITS RESPECTIVE AFFILIATES OR REPRESENTATIVES OF ANY KINDDOCUMENTATION, EXPRESSFORECASTS, IMPLIED PROJECTIONS OR STATUTORYOTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY AND MERGER SUB IN THIS ARTICLE IV OR IN THE TRANSACTION AGREEMENTS TO WHICH THEY ARE A PARTY, ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED BY THE COMPANY AND MERGER SUB. (b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER THE COMPANY, MERGER SUB NOR THE SHAREHOLDERS OF THE FOREGOING NOR THEIR RESPECTIVE AFFILIATES, NOR ANY REPRESENTATIVE OF THE FOREGOING, HAS MADE, AND NONE OF THEM SHALL BE DEEMED TO HAVE MADE, ANY REPRESENTATIONS OR WARRANTIES IN THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF THE GROUP COMPANIES THAT HAVE BEEN MADE AVAILABLE TO SPAC, INCLUDING DUE DILIGENCE MATERIALS, OR IN ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF THE GROUP COMPANIES BY THE MANAGEMENT OF THE GROUP COMPANIES IN CONNECTION WITH THE TRANSACTIONS, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY SPAC IN EXECUTING, DELIVERING AND PERFORMING THE TRANSACTION AGREEMENTS AND THE TRANSACTIONS. IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING BUT NOT LIMITED TO TO, ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY THE IMPLIED WARRANTIES OF MERCHANTABILITY GROUP COMPANIES AND FITNESS FOR A PARTICULAR PURPOSE, AND THE PARTIES HERETO AGREE AND ACKNOWLEDGE THAT ALL SUCH IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS THEIR REPRESENTATIVES ARE HEREBY EXCLUDED AND DISCLAIMED. THE ACQUIRED ASSETS AND BUSINESS ARE BEING SOLD “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT. THE SELLERS AND MEMBER GUARANTORS DO NOT WARRANT THE FUTURE OPERATIONS, PROJECTIONS OF ANY NATURE, FINANCIAL REQUIREMENTS OR PERFORMANCE OF THE BUSINESS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE SELLERS AND MEMBER GUARANTORS ARE NOT, AND SHALL NOT BE, LIABLE FOR BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF ANY LOSSES, ACTIONS, ADVERSE OCCURRENCESGROUP COMPANY, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY SPAC IN EXECUTING, DELIVERING AND PERFORMING THE LIKE, OF ANY NATURE WHATSOEVER WHICH ARISE OUT OF ANY ACTS, OMISSIONS OR EVENTS OCCURRING AFTER TRANSACTION AGREEMENTS AND THE CLOSING DATE OR WHICH ARISE OUT OF THE LOSS OF ANY LICENSE(S) OR THE ABILITY TO OPERATE THE BUSINESS WHICH IS INCURRED OR ARISES ON OR AFTER THE CLOSING DATE (OTHER THAN AS A RESULT OF AN ACT, OMISSION OR EVENT BY THE SELLERS BEFORE THE CLOSING), OR ANY ACTIVITY, FORM OR ASPECT THEREOF, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3.11(a)(ii)TRANSACTIONS.

No Additional Representations and Warranties. EXCEPT AS SPECIFICALLY PROVIDED IN SECTIONS 2.1 THROUGH 3.26 HEREOF OR ANYWHERE ELSE Buyer acknowledges that neither Sellers, IP Sellers nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Businesses, the Purchased Assets or the Purchased IP Assets, except as expressly set forth in this Agreement, or for fraud and Buyer further agrees that neither Sellers, IP Sellers nor any other Person shall have, or be subject to, any Liability to Buyer or any other Person resulting from the distribution to Buyer or such Person, or Buyer's or such Person's use of, any such information, including the Confidential Information Memorandum and any information, documents, data or materials made available to Buyer in the online data room furnished by Sellers, management presentations or other form in expectation of the transactions contemplated by this Agreement. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT, NO SELLER OR MEMBER GUARANTOR IS MAKING ANY REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED AGREEMENT TO THE IMPLIED WARRANTIES CONTRARY, EXCEPT FOR FRAUD, IT IS THE EXPRESS INTENT OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THE PARTIES HERETO AGREE THAT NEITHER SELLERS NOR IP SELLERS MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE BUSINESSES, THE PURCHASED ASSETS OR THE PURCHASED IP ASSETS OR ANY OTHER MATTER BEYOND THOSE EXPRESSLY GIVEN HEREIN OR IN ANY SIGNED CERTIFICATES OR OTHER SIGNED INSTRUMENTS OR SIGNED AGREEMENTS DELIVERED IN CONNECTION WITH THIS AGREEMENT AFTER THE DATE HEREOF AND ACKNOWLEDGE THAT ALL SUCH IMPLIED WARRANTIES OF MERCHANTABILITY ON OR PRIOR TO THE CLOSING DATE. EXCEPT AS SET FORTH IN ARTICLE 5 AND FITNESS ARE HEREBY EXCLUDED AND DISCLAIMED. SECTION 13.2, THE ACQUIRED PURCHASED ASSETS AND BUSINESS THE PURCHASED IP ASSETS ARE BEING SOLD “"AS IS, " AND "WHERE IS, " WITH ALL FAULTS”, EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT. THE SELLERS AND MEMBER GUARANTORS DO NOT WARRANT THE FUTURE OPERATIONS, PROJECTIONS OF ANY NATURE, FINANCIAL REQUIREMENTS OR PERFORMANCE OF THE BUSINESS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE SELLERS AND MEMBER GUARANTORS ARE NOT, AND SHALL NOT BE, LIABLE FOR ANY LOSSES, ACTIONS, ADVERSE OCCURRENCES, AND THE LIKE, OF ANY NATURE WHATSOEVER WHICH ARISE OUT OF ANY ACTS, OMISSIONS OR EVENTS OCCURRING AFTER THE CLOSING DATE OR WHICH ARISE OUT OF THE LOSS OF ANY LICENSE(S) OR THE ABILITY TO OPERATE THE BUSINESS WHICH IS INCURRED OR ARISES ON OR AFTER THE CLOSING DATE (OTHER THAN AS A RESULT OF AN ACT, OMISSION OR EVENT BY THE SELLERS BEFORE THE CLOSING), OR ANY ACTIVITY, FORM OR ASPECT THEREOF, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3.11(a)(ii).