Common use of No Additional Representations; Disclaimer Clause in Contracts

No Additional Representations; Disclaimer. (a) Purchaser acknowledges and agrees that neither Seller nor any of its Affiliates, counsel, advisors, consultants, agents or other representatives, nor any other Person acting on behalf of Seller or any of their respective Affiliates or representatives, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including the Assets, the Business and the Assumed Liabilities) except as expressly set forth in the Transaction Agreements or as and to the extent required by this Agreement to be set forth in the Company Disclosure Schedule. Purchaser further agrees that neither Seller, nor any of its Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, or Purchaser’s use of, any such information, or any information, document or material made available to Purchaser or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in certain “data rooms” and online “data sites,” management presentations, management interviews or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (b) PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS, THE UNITS, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WHATSOEVER BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, COUNSEL, ADVISORS, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANY. (c) In connection with Purchaser’s investigation of the Company, Purchaser has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, from or on behalf of Seller, the Company or their Affiliates, counsel, advisors, consultants, agents or other representatives, certain projections, including projected statements of operating revenues, income from operations, and cash flows (and the business transactions and events underlying such statements) and certain business plan information, projections, presentations, predictions, calculations, estimates and forecasts and other similar data. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans, statements, predictions, presentations, calculations and other similar data, that Purchaser is well aware of such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser nor any of its Affiliates, equityholders, counsel, advisors, consultants, agents or other representatives shall have any claim under any circumstances against Seller or any other Person with respect thereto or arising therefrom. Accordingly, neither Seller nor the Company makes any representations or warranties whatsoever to Purchaser or any other Person with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person shall be entitled to rely on such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereof.

No Additional Representations; Disclaimer. (a) Each of Parent and Purchaser acknowledges and agrees that neither Seller nor any of its Affiliatestheir respective Representatives, counsel, advisors, consultants, agents or other representatives, nor any other Person acting on behalf of Seller either Seller, or any of their respective Affiliates or representativesRepresentatives, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including Business or the Transferred Assets, the Business and the Assumed Liabilities) except as expressly set forth in the Transaction Agreements this Agreement or as and to the extent required by this Agreement to be set forth in the Company Disclosure ScheduleLetter. Each of Parent and Purchaser further agrees that neither Seller, nor any of its Affiliates their direct or representatives indirect Representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Parent or Purchaser or any other Person resulting from the distribution to Parent or Purchaser, or Parent or Purchaser’s use of, any such information, or and any information, document or material made available to Parent or Purchaser or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives Representatives in certain “data rooms” and online “data sites,” management presentations, management interviews interviews, or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (b) PURCHASER ACKNOWLEDGES AND AGREES THATEach of Parent and Purchaser acknowledges and agrees that, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTSexcept for the representations and warranties of PHMD expressly set forth in Article III hereof, THE UNITS, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED the Transferred Assets are being acquired AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTYEach of Parent and Purchaser acknowledges and agrees that it is consummating the transactions contemplated by this Agreement and the other Transaction Documents without relying on any representation or warranty, EXPRESS OR IMPLIEDexpress or implied, WHATSOEVER BY SELLERwhatsoever by the Sellers or any of their Representatives, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, COUNSEL, ADVISORS, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANYexcept for the representations and warranties of the Sellers expressly set forth in Article III hereof. (c) In connection with Purchaser’s investigation of the CompanyBusiness, Parent and Purchaser has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representativesRepresentatives, from or on behalf of Seller, the Company Sellers or their Affiliates, counsel, advisors, consultants, agents or other representativesRepresentatives, certain projections, including projected statements of operating revenues, income from operations, and cash flows of the Business (and the business transactions and events underlying such statements) and certain business plan information, projections, presentations, predictions, calculations, estimates and forecasts of the Business and other similar data. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans, statements, predictions, presentations, calculations and other similar data, that Parent and Purchaser is well aware of such uncertainties, that Parent and Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser Parent, Purchaser, nor any of its AffiliatesPurchaser Indemnified Person, equityholders, counsel, advisors, consultants, agents or other representatives shall have any claim under any circumstances against either Seller or any other Person with respect thereto or arising therefrom. Accordingly, neither Seller nor the Company makes any Sellers make no representations or warranties whatsoever whatsoever, to Parent or Purchaser or any other Person Person, with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person Person shall be entitled to rely on such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereof. (d) In no event shall any of the provisions of Section 10.6(a) through Section 10.6(c) be deemed to modify, qualify amend or otherwise affect in any manner any of the representations and warranties of PHMD in Article III of this Agreement, and Parent and Purchaser hereby reserves any and all rights that it may have with respect the breach or inaccuracy thereof, subject to the other limitations set forth in this Agreement.

No Additional Representations; Disclaimer. (ai) Purchaser DSKX and Merger Sub acknowledges and agrees that neither Seller PHMD, the Company nor any of its Affiliatestheir respective Representatives, counsel, advisors, consultants, agents or other representatives, nor any other Person acting on behalf of Seller or any of their respective Affiliates or representativesbehalf, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, the Company (including Business or the Company Business Assets, the Business and the Assumed Liabilities) except as expressly set forth in the Transaction Agreements this Agreement or as and to the extent required by this Agreement to be set forth in the Company Photomedex Technology Disclosure Schedule. Purchaser DSKX and Merger Sub further agrees that neither SellerPHMD, the Company nor any of its Affiliates or representatives their respective Representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Purchaser DSKX or any other Person Merger Sub resulting from the distribution to PurchaserDSKX or Merger Sub, or PurchaserDSKX or Merger Sub’s use of, any such information, or and any information, document or material made available to Purchaser DSKX or Merger Sub or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives Representatives in certain “data rooms” and online “data sites,” management presentations, management interviews interviews, or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (bii) PURCHASER ACKNOWLEDGES AND AGREES THATPHMD and the Company acknowledges and agrees that neither DSKX, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTSMerger Sub nor any of their respective Representatives, THE UNITSor any other Person acting on their behalf, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTYhas made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the DSKX and its Subsidiaries, except as expressly set forth in this Agreement or as and to the extent required by this Agreement to be set forth in the DSKX Disclosure Schedule. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTYPHMD and the Company further agrees that neither DSKX, EXPRESS OR IMPLIEDMerger Sub nor any of their respective Representatives (or any of their directors, WHATSOEVER BY SELLERofficers, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATESemployees, COUNSELmembers, ADVISORSmanagers, CONSULTANTSpartners, AGENTS OR OTHER REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSINGagents or otherwise), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANYwill have or be subject to any liability to PHMD or the Company resulting from the distribution to PHMD and the Company, or their use of, any such information, and any information, document or material made available to PHMD and the Company or its Representatives in certain “data rooms” and online “data sites,” management presentations, management interviews, or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (ciii) Each of the Parties hereto acknowledges and agrees that it is consummating the transactions contemplated by this Agreement and the other Transaction Documents without relying on any representation or warranty, express or implied, by the other Parties whatsoever, except for the representations and warranties of PHMD and the Company expressly set forth in Article III hereof and the representations and warranties of DSKX and Merger Sub expressly set forth in Article IV hereof. (iv) In connection with Purchaser’s investigation their respective investigations of the CompanyCompany and the Business and of the businesses presently conducted by DSKX and its Subsidiaries, Purchaser each of the Parties has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representativesRepresentatives, from or on behalf of Seller, the Company other Parties or their Affiliates, counsel, advisors, consultants, agents or other representativesRepresentatives, certain projections, including projected statements of operating revenues, income from operations, and cash flows of the Business (and the business transactions and events underlying such statements) and certain business plan information, projections, presentations, predictions, calculations, estimates and forecasts of the Business and other similar data. Purchaser Each of the Parties acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans, statements, predictions, presentations, calculations and other similar data, that Purchaser each of the Parties is well aware of such uncertainties, that Purchaser each of the Parties is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser none of the Parties nor any of its Affiliatestheir respective Indemnified Persons, equityholders, counsel, advisors, consultants, agents or other representatives shall have any claim under any circumstances against Seller the other Parties or any other Person with respect thereto or arising therefrom. Accordingly, neither Seller nor none of the Company Parties makes any representations or warranties whatsoever whatsoever, to Purchaser the other Parties or any other Person Person, with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person Person shall be entitled to rely on such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereof.

No Additional Representations; Disclaimer. (ai) Purchaser Each party acknowledges and agrees that neither Seller nor any of its Affiliates, counsel, advisors, consultants, agents or none the other representativesparties hereto, nor any other Person acting on behalf of Seller any party hereto or any of their respective Affiliates or representatives, representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including the Assetssuch party or any of its Subsidiaries or their respective businesses or assets, the Business and the Assumed Liabilities) except as expressly set forth in the Transaction Agreements this Agreement or as and to the extent required by this Agreement to be set forth in the Company Seller Disclosure ScheduleLetter. Purchaser Buyer and Buyer Sub each further agrees that neither none of Seller, nor any member of the Paper Group and/or any of its their respective Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Purchaser Buyer, Buyer Sub or any other Person resulting from the distribution to PurchaserBuyer, or PurchaserBuyer’s use of, any such information, or information and any information, document or material made available to Purchaser Buyer or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in certain “data rooms” and online “data sites,” management presentations, management interviews presentations or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (bii) PURCHASER ACKNOWLEDGES AND AGREES THATEach party acknowledges and agrees that except for the representations and warranties expressly set forth in Articles 4, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS5 and 6, THE UNITS, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED the Purchase and Sale Transaction is being consummated AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTYEach party acknowledges and agrees that it is consummating the Purchase and Sale Transaction without any representation or warranty, EXPRESS OR IMPLIEDexpress or implied, WHATSOEVER BY SELLERby the other parties hereto or any of their Affiliates or representatives, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATESexcept for the representations and warranties expressly set forth in Articles 4, COUNSEL, ADVISORS, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANY5 and 6 hereof. (ciii) In connection with PurchaserBuyer’s and Buyer Sub’s investigation of the CompanyBusiness, Purchaser Buyer and Buyer Sub has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, received from or on behalf of Seller, Seller and the Company or their Affiliates, counsel, advisors, consultants, agents or other representatives, Equityholder Parties certain projections, including projected statements of operating revenues, revenues and income from operations, operations of the Business and cash flows (and the business transactions and events underlying such statements) for subsequent fiscal years and certain business plan information, projections, presentations, predictions, calculations, estimates information of the Business. Buyer and forecasts and other similar data. Purchaser Buyer Sub each acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, projections and other forecasts and plans, statements, predictions, presentations, calculations and other similar data, that Purchaser each of them is well aware of familiar with such uncertainties, that Purchaser each of them is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions projections and other similar data forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, projections and forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser nor any of its Affiliates, equityholders, counsel, advisors, consultants, agents or other representatives them shall have any claim under any circumstances against Seller or any other Person with respect thereto or arising therefromthereto. Accordingly, neither Seller nor any member of the Company Paper Group makes any representations or warranties whatsoever to Purchaser or any other Person with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions projections and other similar data forecasts and plans (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person shall be entitled to rely on such estimates, projections, projections and forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereof).

No Additional Representations; Disclaimer. (ai) Purchaser DSKX and Merger Sub acknowledges and agrees that neither Seller PHMD, the Radiancy Group nor any of its Affiliatestheir respective Representatives, counsel, advisors, consultants, agents or other representatives, nor any other Person acting on behalf of Seller or any of their respective Affiliates or representativesbehalf, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including the AssetsRadiancy Group, the Business and or the Assumed Liabilities) Business Assets, except as expressly set forth in the Transaction Agreements this Agreement or as and to the extent required by this Agreement to be set forth in the Company Radiancy Disclosure Schedule. Purchaser DSKX and Merger Sub further agrees that neither SellerPHMD, the Radiancy Group nor any of its Affiliates or representatives their respective Representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Purchaser DSKX or any other Person Merger Sub resulting from the distribution to PurchaserDSKX or Merger Sub, or PurchaserDSKX or Merger Sub’s use of, any such information, or and any information, document or material made available to Purchaser DSKX or Merger Sub or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives Representatives in certain “data rooms” and online “data sites,” management presentations, management interviews interviews, or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (bii) PURCHASER ACKNOWLEDGES AND AGREES THATPHMD and the Radiancy Group acknowledges and agrees that neither DSKX, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTSMerger Sub nor any of their respective Representatives, THE UNITSor any other Person acting on their behalf, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTYhas made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the DSKX and its Subsidiaries, except as expressly set forth in this Agreement or as and to the extent required by this Agreement to be set forth in the DSKX Disclosure Schedule. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTYPHMD and the Radiancy Group further agrees that neither DSKX, EXPRESS OR IMPLIEDMerger Sub nor any of their respective Representatives (or any of their directors, WHATSOEVER BY SELLERofficers, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATESemployees, COUNSELmembers, ADVISORSmanagers, CONSULTANTSpartners, AGENTS OR OTHER REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSINGagents or otherwise), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANYwill have or be subject to any liability to PHMD or the Radiancy Group resulting from the distribution to PHMD and the Radiancy Group, or their use of, any such information, and any information, document or material made available to PHMD and the Radiancy Group or its Representatives in certain “data rooms” and online “data sites,” management presentations, management interviews, or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (ciii) Each of the Parties hereto acknowledges and agrees that it is consummating the transactions contemplated by this Agreement and the other Transaction Documents without relying on any representation or warranty, express or implied, by the other Parties whatsoever, except for the representations and warranties of PHMD and Radiancy expressly set forth in Article III hereof and the representations and warranties of DSKX and Merger Sub expressly set forth in Article IV hereof. (iv) In connection with Purchaser’s investigation their respective investigations of the CompanyRadiancy Group and the Business and of the businesses presently conducted by DSKX and its Subsidiaries, Purchaser each of the Parties has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representativesRepresentatives, from or on behalf of Seller, the Company other Parties or their Affiliates, counsel, advisors, consultants, agents or other representativesRepresentatives, certain projections, including projected statements of operating revenues, income from operations, and cash flows of the Business (and the business transactions and events underlying such statements) and certain business plan information, projections, presentations, predictions, calculations, estimates and forecasts of the Business and other similar data. Purchaser Each of the Parties acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans, statements, predictions, presentations, calculations and other similar data, that Purchaser each of the Parties is well aware of such uncertainties, that Purchaser each of the Parties is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser none of the Parties nor any of its Affiliatestheir respective Indemnified Persons, equityholders, counsel, advisors, consultants, agents or other representatives shall have any claim under any circumstances against Seller the other Parties or any other Person with respect thereto or arising therefrom. Accordingly, neither Seller nor none of the Company Parties makes any representations or warranties whatsoever whatsoever, to Purchaser the other Parties or any other Person Person, with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person Person shall be entitled to rely on such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereof.

No Additional Representations; Disclaimer. (a) Purchaser Buyer acknowledges that it has conducted to its satisfaction an independent investigation and agrees that neither Seller nor any verification of its Affiliatesthe financial condition, counselresults of operations, advisorsassets, consultantsLiabilities, agents or other representatives, nor any other Person acting on behalf properties and projected operations of Seller or any of their respective Affiliates or representatives, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including the Assetsand its Subsidiaries, the Business and the Assumed Liabilities) except as expressly set forth and, in the Transaction Agreements or as and making its determination to the extent required by this Agreement to be set forth in the Company Disclosure Schedule. Purchaser further agrees that neither Seller, nor any of its Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, or Purchaser’s use of, any such information, or any information, document or material made available to Purchaser or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in certain “data rooms” and online “data sites,” management presentations, management interviews or any other form in expectation or anticipation of proceed with the transactions contemplated by this Agreement. , Buyer has relied on the results of its own independent investigation and verification and the representations and warranties of the Company and Seller expressly and specifically set forth in Article III and Article IV (band the covenants of the Company set forth in Section 6.07), as qualified by the attached disclosure schedules (and updated disclosure schedules). The representations and warranties of Seller and the Company expressly and specifically set forth in Article III and Article IV (and the covenants of the Company set forth in Section 6.07) PURCHASER constitute the sole and exclusive representations, warranties and statements of any kind of any of the Company and Seller to Buyer in connection with the transactions contemplated hereby, and Buyer understands, acknowledges and agrees that all other representations, warranties and statements of any kind or nature expressed or implied (including any relating to the future or historical financial condition, results of operations, prospects, assets or liabilities of the Company or any of its Subsidiaries, or the quality, quantity or condition of the Company’s or its Subsidiaries’ assets) are specifically disclaimed by the Company and Seller. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLER MADE IN THIS AGREEMENT, THE COVENANTS OF THE COMPANY CONTAINED IN SECTION 6.07, NEITHER THE COMPANY NOR SELLER MAKES OR PROVIDES, AND BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY’S OR ITS SUBSIDIARIES’ ASSETS OR ANY PART THEREOF. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY OR THE COMPANY SET FORTH IN THE TRANSACTION AGREEMENTSARTICLE III AND ARTICLE IV, THE UNITSCOVENANTS OF THE COMPANY CONTAINED IN SECTION 6.07, (X) BUYER IS ACQUIRING THE ASSETS COMPANY ON AN “AS IS, WHERE IS” BASIS AND (Y) NONE OF THE BUSINESS ARE BEING ACQUIRED AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE COMPANY, SELLER OR ANY OTHER EXPRESSED PERSON (INCLUDING, ANY STOCKHOLDER, MEMBER, OFFICER, DIRECTOR, EMPLOYEE OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AGENT OF ANY OF THE FOREGOING, WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER CAPACITY) IS MAKING, AND AGREES THAT IT BUYER IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT NOT RELYING ON, ANY REPRESENTATION REPRESENTATIONS, WARRANTIES OR WARRANTYOTHER STATEMENTS OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, WHATSOEVER BY SELLERSTATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATESITS SUBSIDIARIES, COUNSELTHIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, ADVISORS, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES ACCURACY OR COMPLETENESS OF ANY KIND INFORMATION PROVIDED TO (OR NATURE, WHETHER EXPRESS OTHERWISE ACQUIRED BY) BUYER OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANYBUYER’S REPRESENTATIVES. (cb) In connection with Purchaser’s the investigation by Buyer of the CompanyCompany and its Subsidiaries, Purchaser Buyer has received, directly received or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, may receive from or on behalf of Seller, the Company or their Affiliates, counsel, advisors, consultants, agents or other representatives, and/or its Subsidiaries certain projections, including projected forward-looking statements of operating revenues, income from operations, and cash flows (and the business transactions and events underlying such statements) other forecasts and certain business plan information, projections, presentations, predictions, calculations, estimates and forecasts and other similar data. Purchaser Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, projections and other forecasts and plans, statements, predictions, presentations, calculations and other similar data, that Purchaser Buyer is well aware of familiar with such uncertainties, that Purchaser Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions prospects and other similar data forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forecasts or plans, statements, calculations, predictions and other similar data), and that Buyer shall have no claim against anyone with respect thereto. Accordingly, Buyer acknowledges that neither Purchaser the Company, Seller, nor any member, officer, director, employee or agent of its Affiliatesany of the foregoing, equityholderswhether in an individual, counsel, advisors, consultants, agents or other representatives shall have any claim under any circumstances against Seller corporate or any other Person capacity, make any representation, warranty, or other statement with respect thereto or arising therefrom. Accordinglyto, neither Seller nor the Company makes any representations or warranties whatsoever to Purchaser or any other Person with respect to and Buyer is not relying on, such estimates, projections, forecastsprospects, plans, statements, calculations, presentations, predictions and other similar data forecasts or plans (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person shall be entitled to rely on such estimates, projections, forecastsprospects, forecasts or plans), statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereofBuyer agrees that it has not relied thereon.

No Additional Representations; Disclaimer. (a) Purchaser acknowledges and agrees that neither Seller nor any it has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Acquired Companies, and, in making its Affiliates, counsel, advisors, consultants, agents or other representatives, nor any other Person acting on behalf of Seller or any of their respective Affiliates or representatives, has made any representation or warranty, express or implied, as determination to the accuracy or completeness of any information regarding the Company (including the Assets, the Business and the Assumed Liabilities) except as expressly set forth in the Transaction Agreements or as and to the extent required by this Agreement to be set forth in the Company Disclosure Schedule. Purchaser further agrees that neither Seller, nor any of its Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, or Purchaser’s use of, any such information, or any information, document or material made available to Purchaser or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in certain “data rooms” and online “data sites,” management presentations, management interviews or any other form in expectation or anticipation of proceed with the transactions contemplated by this Agreement. , Purchaser has relied solely on the results of its own independent investigation and verification and the representations and warranties of the Acquired Companies and the Sellers expressly and specifically set forth in Sections 3.02 and 3.03, respectively, as qualified by the Disclosure Schedules, and the covenants and agreements of the Acquired Companies and the Sellers, respectively, expressly set forth in this Agreement. The representations and warranties of the Acquired Companies and the Sellers expressly and specifically set forth in Sections 3.02 and 3.03, respectively, as qualified by the Disclosure Schedules, constitute the sole and exclusive representations, warranties and statements of any kind of any of the Acquired Companies and the Sellers in connection with this Agreement and the transactions contemplated hereby, and Purchaser expressly disclaims reliance upon any other representations, warranties and statements of any kind or nature, expressed or implied (b) including any relating to the future or historical financial condition, results of operations, prospects, assets or liabilities of the Acquired Companies, the quality, quantity or condition of the Acquired Companies assets). PURCHASER ACKNOWLEDGES HEREBY COVENANTS AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER THE ACQUIRED COMPANIES AND ITS AFFILIATES THAT ARE EXPRESSLY THE SELLERS, RESPECTIVELY, SET FORTH IN SECTIONS 3.02 AND 3.03, RESPECTIVELY, AS QUALIFIED BY THE TRANSACTION AGREEMENTSDISCLOSURE SCHEDULES, NONE OF THE UNITSACQUIRED COMPANIES, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE SELLERS OR ANY OTHER EXPRESSED PERSON (INCLUDING ANY STOCKHOLDER, EQUITYHOLDER, MANAGER, MEMBER, OFFICER, DIRECTOR, EMPLOYEE, REPRESENTATIVE OR IMPLIED WARRANTY. AGENT OF ANY OF THE FOREGOING, WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER CAPACITY) HAS MADE OR IS MAKING, AND PURCHASER ACKNOWLEDGES HAS NOT RELIED ON AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT NOT RELYING ON, ANY REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, WHATSOEVER BY SELLERSTATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING THE COMPANY ACQUIRED COMPANIES, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO (OR OTHERWISE ACQUIRED BY) PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES, COUNSEL, ADVISORS, CONSULTANTS, AGENTS OR OTHER PURCHASER’S REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANY. (cb) In connection with Purchaser’s the investigation by Purchaser of the CompanyAcquired Companies, Purchaser has received, directly received or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, from or on behalf of Seller, the Company or their Affiliates, counsel, advisors, consultants, agents or other representatives, may receive certain projections, including projected forward-looking statements of operating revenues, income from operations, and cash flows (and the business transactions and events underlying such statements) other forecasts and certain business plan information, projections, presentations, predictions, calculations, estimates and forecasts and other similar datainformation of the Acquired Companies. Purchaser acknowledges and agrees that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans, statements, predictions, presentations, calculations projections and other similar dataforecasts and plans, that Purchaser is well aware of familiar with such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the completeness, adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions projections and other similar data forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forecasts or plans, statements, calculations, predictions and other similar data), and that neither Purchaser nor any of its Affiliates, equityholders, counsel, advisors, consultants, agents or other representatives shall have any claim under any circumstances against Seller or any other Person with respect thereto or arising therefrom. Accordingly, neither Seller nor Purchaser acknowledges, covenants and agrees that none of the Company makes any representations or warranties whatsoever to Purchaser Acquired Companies, the Sellers, or any other Person past, present or future direct or indirect stockholder, equityholder, controlling Person, director, officer, employee, incorporator, member, manager, partner, Affiliate, agent, attorney or representative of the Acquired Companies and/or Sellers, any of their respective Affiliates, or the heirs, executors, administrators, estates, successors and assigns of the foregoing make or have made any representation or warranty with respect to to, and Purchaser has not relied and is not relying on, any such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data forecasts or plans (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person shall be entitled to rely on such estimates, projections, forecasts, forecasts or plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereof).

No Additional Representations; Disclaimer. (a) Purchaser acknowledges Buyer acknowledges, agrees, represents and agrees warrants that neither none of the Company, Seller nor or any of its Affiliates, counsel, advisors, consultants, agents or other representativestheir respective Non-Recourse Parties, nor any other Person acting on behalf of Seller any of the foregoing Persons or any of their respective Affiliates or representativesRepresentatives, has made made, and Buyer is not relying on, any representation or warranty, express or implied, implied (including as to the accuracy or completeness of any information regarding Seller, the Company (including Entities or their respective businesses, operations or assets), except for the Assets, the Business representations and the Assumed Liabilities) except as warranties expressly set forth in the Transaction Agreements or as Article 3 and to the extent required by Article 4 of this Agreement to be set forth or in the Company Disclosure ScheduleClosing Certificate. Purchaser Buyer further agrees that neither Seller, nor any of its Affiliates no Company Entity or representatives (Seller or any of their directors, officers, employees, members, managers, partners, agents or otherwise)respective Non-Recourse Parties, will have or be subject to any liability Liability to Purchaser Buyer or any other Person resulting from the distribution to PurchaserBuyer, or PurchaserBuyer’s use of, any such information, or any information, document or material made available to Purchaser Buyer or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in certain “data rooms” and online “data sites,” management presentations, management interviews interviews, the confidential information memorandum, the information provided pursuant to Section 6.01 or any other form in expectation or anticipation of the purchase and sale of the Purchased Interests or any of the other transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained in Section 9.01 and this Section 9.10(a) this Agreement, the agreements, covenants, representations and warranties of Buyer contained in this Section 9.10(a) shall survive the Closing indefinitely. (b) PURCHASER ACKNOWLEDGES AND AGREES THATBuyer acknowledges and agrees that, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTSexcept for the representations and warranties of the Seller Parties expressly set forth in Article 3 and Article 4, THE UNITSas applicable, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED this Agreement or the Company Closing Certificate, the Purchased Interests are being acquired AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTYBuyer acknowledges and agrees that it is consummating the purchase and sale of the Purchased Interests and the other transactions contemplated by this Agreement without reliance on any representation or warranty, EXPRESS OR IMPLIEDexpress or implied, WHATSOEVER BY SELLERwhatsoever by the Company, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATESSeller or any of their respective Non-Recourse Parties or any of their counsel, COUNSELadvisors, ADVISORSconsultants, CONSULTANTSagents or other Representatives, AGENTS OR OTHER REPRESENTATIVESexcept for the representations and warranties of the Seller Parties expressly set forth in Article 3 and Article 4, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDSas applicable, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANYthis Agreement and the Company Closing Certificate. (c) In connection with PurchaserBuyer’s investigation of the CompanyCompany Entities, Purchaser Buyer has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, from or on behalf of Seller, the Company or their its Affiliates, counsel, advisors, consultants, agents or other representatives, certain projections, including projected statements of operating revenues, income from operations, and cash flows of the Company Entities (and the business transactions and events underlying such statements) and certain business plan information, projections, presentations, predictions, calculations, estimates and forecasts and other similar data. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans, statements, predictions, presentations, calculations and other similar data, that Purchaser Buyer is well aware of such uncertainties, that Purchaser Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data), and that neither Purchaser Buyer nor any of its Affiliates, equityholders, counsel, advisors, consultants, agents or other representatives Non-Recourse Parties shall have any claim under any circumstances against Seller Seller, the Company Entities or any other Person of their respective Non-Recourse Parties with respect thereto or arising therefrom. Accordingly, neither Seller nor none of Seller, the Company Entities or any of their respective Non-Recourse Parties makes any representations or warranties whatsoever to Purchaser Buyer or any other Person Person, with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person Person shall be entitled to rely on such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the purchase and sale of the Purchased Interests or any of the other transactions contemplated by this Agreement or the financing thereof. (d) Seller acknowledges, agrees, represents and warrants that none of Buyer or any of its Non-Recourse Parties, nor any other Person acting on behalf of any of the foregoing Persons or any of their respective Affiliates or Representatives, has made, and Seller is not relying on, any representation or warranty, express or implied (including as to the accuracy or completeness of any information regarding Buyer or its respective business, operations or assets), except for the representations and warranties expressly set forth in this Agreement or the Ancillary Agreements. Notwithstanding anything to the contrary contained in this Agreement, the agreements, covenants, representations and warranties of Seller contained in this Section 9.10(d) shall survive the Closing indefinitely.

No Additional Representations; Disclaimer. (a) Purchaser acknowledges and agrees that neither Seller nor any of its Affiliatestheir respective Representatives, counsel, advisors, consultants, agents or other representatives, nor any other Person acting on behalf of Seller either Seller, or any of their respective Affiliates or representativesRepresentatives, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including Business or the Transferred Assets, the Business and the Assumed Liabilities) except as expressly set forth in the Transaction Agreements this Agreement or as and to the extent required by this Agreement to be set forth in the Company Disclosure ScheduleLetter. Purchaser further agrees that neither Seller, nor any of its Affiliates their direct or representatives indirect Representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, or Purchaser’s 's use of, any such information, or and any information, document or material made available to Purchaser or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives Representatives in certain “"data rooms” " and online “"data sites,” " management presentations, management interviews interviews, or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (b) PURCHASER ACKNOWLEDGES AND AGREES THATPurchaser acknowledges and agrees that, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTSexcept for the representations and warranties of PHMD expressly set forth in Article III hereof, THE UNITS, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED the Transferred Assets are being acquired AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTYPurchaser acknowledges and agrees that it is consummating the transactions contemplated by this Agreement and the other Transaction Documents without relying on any representation or warranty, EXPRESS OR IMPLIEDexpress or implied, WHATSOEVER BY SELLERwhatsoever by the Sellers or any of their Representatives, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, COUNSEL, ADVISORS, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANYexcept for the representations and warranties of PHMD expressly set forth in Article III hereof. (c) In connection with Purchaser’s 's investigation of the CompanyBusiness, Purchaser has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representativesRepresentatives, from or on behalf of Seller, the Company Sellers or their Affiliates, counsel, advisors, consultants, agents or other representativesRepresentatives, certain projections, including projected statements of operating revenues, income from operations, and cash flows of the Business (and the business transactions and events underlying such statements) and certain business plan information, projections, presentations, predictions, calculations, estimates and forecasts of the Business and other similar data. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans, statements, predictions, presentations, calculations and other similar data, that Purchaser is well aware of such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser Purchaser, nor any of its AffiliatesPurchaser Indemnified Person, equityholders, counsel, advisors, consultants, agents or other representatives shall have any claim under any circumstances against either Seller or any other Person with respect thereto or arising therefrom. Accordingly, neither Seller nor the Company makes any Sellers make no representations or warranties whatsoever whatsoever, to Purchaser or any other Person Person, with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person Person shall be entitled to rely on such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereof. (d) In no event shall any of the provisions of Section 10.6(a) through Section 10.6(c) be deemed to modify, qualify amend or otherwise affect in any manner any of the representations and warranties of PHMD in Article III of this Agreement, and Purchaser hereby reserves any and all rights that it may have with respect the breach or inaccuracy thereof, subject to the other limitations set forth in this Agreement.

No Additional Representations; Disclaimer. (a) Purchaser The Buyer acknowledges and agrees that neither Seller the Seller, the Company nor any of its Affiliates, counsel, advisors, consultants, agents or other representativesSubsidiaries, nor any other Person acting on behalf of Seller the Company or any of their respective its Affiliates or representatives, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including the Assetsor any of its Subsidiaries or their respective businesses or assets, the Business and the Assumed Liabilities) except as expressly set forth in the Transaction Agreements this Agreement or as and to the extent required by this Agreement to be set forth in the Company Disclosure ScheduleSchedules hereto. Purchaser The Buyer further agrees that neither Seller, the Seller nor any of its Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will other Person shall have or be subject to any liability to Purchaser the Buyer or any other Person resulting from the distribution to Purchaserthe Buyer, or Purchaserthe Buyer’s use of, any such information, or information and any information, document or material made available to Purchaser the Buyer or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives the Buyer’s Representatives in certain “data rooms” and online “data sites,” management presentations, management interviews presentations or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (b) PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS, THE UNITS, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WHATSOEVER BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, COUNSEL, ADVISORS, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANY. (c) In connection with Purchaserthe Buyer’s investigation of the CompanyCompany and its Subsidiaries, Purchaser the Buyer or the Buyer’s Representatives has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, received from or on behalf of Seller, the Company or their Affiliates, counsel, advisors, consultants, agents or other representatives, certain projections, including projected statements of operating revenues, revenues and income from operationsoperations of the Company and its Subsidiaries for the fiscal year ending January 31, 2008 and cash flows (and the business transactions and events underlying such statements) for subsequent fiscal years and certain business plan information, projections, presentations, predictions, calculations, estimates information for such fiscal year and forecasts and other similar datasucceeding fiscal years. Purchaser The Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, projections and other forecasts and plans, statements, predictions, presentations, calculations and other similar data, that Purchaser the Buyer is well aware of familiar with such uncertainties, that Purchaser the Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions projections and other similar data forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, projections and forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser nor any of its Affiliates, equityholders, counsel, advisors, consultants, agents or other representatives the Buyer shall have any no claim under any circumstances against the Seller or any other Person with respect thereto or arising therefromthereto. Accordingly, neither Seller the Company nor the Company makes Seller make any representations or warranties whatsoever to Purchaser or any other Person with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions projections and other similar data forecasts and plans (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person shall be entitled to rely on such estimates, projectionsprojections and forecasts). (c) The Buyer acknowledges that it has conducted to its satisfaction, forecastsan independent investigation and verification of the financial condition, plansresults of operations, statements10386168.17 assets, calculationsliabilities, presentationsproperties and projected operations of the Company and its Subsidiaries and, predictions and other similar data for any purpose, including in connection making its determination to proceed with the transactions contemplated by this Agreement. THE REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLER CONTAINED IN THIS AGREEMENT OR ANY CERTIFICATE DELIVERED BY THE COMPANY OR THE SELLER PURSUANT TO THIS AGREEMENT CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY AND ITS SUBSIDIARIES) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND THE SELLER. Notwithstanding the foregoing, the parties hereto acknowledge and agree, however, that, notwithstanding the Buyer's conduct of its due diligence and independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and its Subsidiaries, (i) the Buyer is entitled to rely on all of the representations and warranties of the Company and the Sellers set forth herein and all of the Schedules, Exhibits and certificates attached hereto or delivered hereunder, and (ii) nothing contained herein shall limit, condition or otherwise restrict the Buyer's rights and remedies hereunder associated with its reliance on the representations and warranties of the Company and the Sellers expressly and specifically set forth in this Agreement and all of the Schedules, Updated Schedules, Exhibits and certificates attached hereto or the financing thereofdelivered hereunder.

No Additional Representations; Disclaimer. (a) Purchaser Buyer acknowledges and agrees that neither Seller no Seller, nor any of its Affiliates, counsel, advisors, consultants, agents their respective Affiliates or other representatives, nor any other Person acting on behalf of such Seller or any of their respective its Affiliates or representatives, has made any (and Buyer and its Affiliates have not relied on any) representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including the Assetssuch Seller or any of its businesses or assets, the Business and the Assumed Liabilities) except as expressly set forth in the Transaction Agreements or as this Agreement. Buyer further acknowledges and to the extent required by this Agreement to be set forth in the Company Disclosure Schedule. Purchaser further agrees that neither no Seller, nor any of their respective Affiliates or representatives, nor any other Person acting on behalf of such Seller, or any of its Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise)representatives, will have or be subject to any liability Liability to Purchaser Buyer or any other Person (other than for Fraud) resulting from the distribution to PurchaserBuyer, or PurchaserBuyer’s use of, any such information, or including any information, document documents, or material materials made available to Purchaser Buyer or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in certain “data rooms” and online “data sites,” management presentations, management interviews or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (b) PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS, THE UNITS, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WHATSOEVER BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, COUNSEL, ADVISORS, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANY. (c) In connection with PurchaserBuyer’s investigation of Sellers and the Companytransactions contemplated by this Agreement, Purchaser has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, Buyer may have received from or on behalf of Seller, the Company or their Affiliates, counsel, advisors, consultants, agents or other representatives, Sellers certain projections, including projected statements of operating revenues, revenues and income from operations, and cash flows (and the business transactions and events underlying such statements) operations of Sellers and certain business plan information, projections, presentations, predictions, calculations, estimates and forecasts and other similar datainformation of Sellers related to the Business. Purchaser Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, projections and other forecasts and plans, statements, predictions, presentations, calculations and other similar data, that Purchaser Buyer is well aware of familiar with such uncertainties, that Purchaser Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions projections and other similar data forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, projections and forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser nor any of its Affiliates, equityholders, counsel, advisors, consultants, agents or other representatives Buyer shall have no claim against any claim under any circumstances against Seller or any other Person with respect thereto or arising therefromthereto. Accordingly, neither no Seller nor the Company makes any representations or warranties whatsoever to Purchaser or any other Person with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions projections and other similar data forecasts and plans (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person shall be entitled to rely on such estimates, projectionsprojections and forecasts), forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereofBuyer has not relied thereon.

No Additional Representations; Disclaimer. (ai) Purchaser The Buyer acknowledges and agrees that neither of the Seller or the Blocker, nor any of its their respective Affiliates, counsel, advisors, consultants, agents or other representatives, nor any other Person acting on behalf of Seller the any of the foregoing Persons or any of their respective Affiliates or representatives, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including the AssetsSeller, the Business and Blocker, the Assumed Liabilities) Company or any other Company Entity or their respective businesses, operations or assets, except as expressly set forth in the Transaction Agreements or as this Agreement. Buyer further acknowledges and to the extent required by this Agreement to be set forth in the Company Disclosure Schedule. Purchaser further agrees that neither Seller, the Seller nor any of its direct or indirect Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Purchaser Buyer or any other Person resulting from the distribution to PurchaserBuyer, or PurchaserBuyer’s use of, any such information, or any information, document or material made available to Purchaser Buyer or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in certain “data rooms” and online “data sites,” management presentations, management interviews or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (bii) PURCHASER ACKNOWLEDGES AND AGREES THATThe Buyer acknowledges and agrees that, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTSexcept for the representations and warranties of the Seller and the Blocker expressly set forth in Article 3 and Article 4, THE UNITS, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED the Purchased Securities are being acquired AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTYBuyer acknowledges and agrees that it is consummating the transactions contemplated by this Agreement without relying on any representation or warranty, EXPRESS OR IMPLIEDexpress or implied, WHATSOEVER BY SELLERwhatsoever by the Seller or any of its Affiliates, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATEScounsel, COUNSELadvisors, ADVISORSconsultants, CONSULTANTSagents or other representatives, AGENTS OR OTHER REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTSexcept for the representations and warranties of the Seller and the Blocker expressly set forth in Article 3 and Article 4. PURCHASER BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSINGENTITIES), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY EACH SELLER AND THE COMPANYPARTY. (ciii) In connection with PurchaserBuyer’s investigation of the CompanyCompany Entities and Blocker, Purchaser Buyer has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, from or on behalf of Seller, the Company or their its Affiliates, counsel, advisors, consultants, agents or other representatives, certain projections, including projected statements of operating revenues, income from operations, and cash flows of the Company Entities (and the business transactions and events underlying such statements) and certain business plan information, projections, presentations, predictions, calculations, estimates and forecasts of the Company Entities and other similar data. Purchaser Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans, statements, predictions, presentations, calculations and other similar data, that Purchaser Buyer is well aware of such uncertainties, that Purchaser Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser Buyer, nor any of its AffiliatesBuyer Party, equityholders, counsel, advisors, consultants, agents or other representatives shall have any claim under any circumstances against any Seller Party or any other Person with respect thereto or arising therefrom. Accordingly, neither the Seller nor the Company makes does not make any representations or warranties whatsoever to Purchaser Buyer or any other Person with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person Person shall be entitled to rely on such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereof.

No Additional Representations; Disclaimer. (a) Purchaser acknowledges Buyer acknowledges, agrees, represents and agrees warrants that neither none of the Company, the Sellers or any other Seller nor any of its Affiliates, counsel, advisors, consultants, agents or other representativesParty, nor any other Person acting on behalf of Seller any of the foregoing Persons or any of their respective Affiliates or representativesRepresentatives, has made made, and Buyer is not relying on, any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including the AssetsSellers, Blocker, the Business Company Entities or their respective businesses, operations or assets, except for the representations and the Assumed Liabilities) except as warranties expressly set forth in the Transaction Agreements or as and to the extent required by this Agreement to be (including in Article 3, Article 4 or Article 5). Except for claims based solely on the representations and warranties set forth in this Agreement or claims arising out of actual, common law fraud in the making of the representations and warranties of the Company Disclosure Schedule. Purchaser expressly set forth in this Agreement (including Article 3), the representations and warranties of Company Sellers expressly set forth in this Agreement (including Article 4) or the representations and warranties of the Blocker Seller expressly set forth in this Agreement (including Article 5), Buyer further agrees that neither Sellerno Company Entity or Seller Party, nor any of its Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents respective direct or otherwise)indirect Affiliates or any of their respective Representatives, will have or be subject to any liability to Purchaser Buyer or any other Person resulting from the distribution to PurchaserBuyer, or PurchaserBuyer’s use of, any such information, or any information, document or material made available to Purchaser Buyer or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in certain “data rooms” and online “data sites,” management presentations, management interviews interviews, the confidential information memorandum, the information provided pursuant to Section 7.01 or any other form in expectation or anticipation of the purchase and sale of the Purchased Securities or any of the other transactions contemplated by this Agreement. (b) PURCHASER ACKNOWLEDGES AND AGREES THATBuyer acknowledges and agrees that, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTSexcept for the representations and warranties of the Company expressly set forth in this Agreement (including in Article 3), THE UNITSthe representations and warranties of the Company Sellers expressly set forth in this Agreement (including in Article 4), THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED and the representations and warranties of the Blocker Seller expressly set forth in this Agreement (including in Article 5), the Purchased Securities are being acquired AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTYBuyer acknowledges and agrees that it is consummating the purchase and sale of the Purchased Securities and the other transactions contemplated by this Agreement without any representation or warranty, EXPRESS OR IMPLIEDexpress or implied, WHATSOEVER BY SELLERwhatsoever by the Company, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATESthe Sellers or any other Seller Party, COUNSELor any of their respective Affiliates, ADVISORScounsel, CONSULTANTSadvisors, AGENTS OR OTHER REPRESENTATIVESconsultants, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDSagents or other Representative, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED except for the representations and warranties of the Company expressly set forth in this Agreement (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSINGincluding in Article 3), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANYthe representations and warranties of the Company Sellers expressly set forth in this Agreement (including in Article 4), and the representations and warranties of the Blocker Seller expressly set forth in this Agreement (including in Article 5). Except as otherwise expressly set forth in this Agreement, Buyer understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Company Entities are furnished, subject to the representations and warranties contained in this Agreement, in any Ancillary Agreement or in any certificate delivered hereunder or thereunder, “as is”, “where is” and with all faults and without any other representation or warranty of any nature whatsoever. (c) In connection with PurchaserBuyer’s investigation of the CompanyCompany Entities and Blocker, Purchaser Buyer has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, from or on behalf of Seller, the Company or their its Affiliates, counsel, advisors, consultants, agents or other representatives, certain projections, including projected statements of operating revenues, income from operations, and cash flows of the Company Entities and Blocker (and the business transactions and events underlying such statements) and certain business plan information, projections, presentations, predictions, calculations, estimates and forecasts of the Company Entities and Blocker and other similar data. Purchaser Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans, statements, predictions, presentations, calculations and other similar data, that Purchaser is well aware of such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser Buyer nor any of its Affiliates, equityholders, counsel, advisors, consultants, agents or other representatives Buyer Party shall have any claim under any circumstances against any Seller Party, the Company or any other Person with respect thereto or arising therefrom. Accordingly, neither Seller nor the Company makes any no representations or warranties whatsoever to Purchaser Buyer or any other Person Person, with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person Person shall be entitled to rely on such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the purchase and sale of the Purchased Securities or any of the other transactions contemplated by this Agreement or the financing thereof.

No Additional Representations; Disclaimer. (ai) Purchaser The Buyer acknowledges and agrees that neither the Seller nor the Blocker, nor any of its their respective Affiliates, counsel, advisors, consultants, agents or other representatives, nor any other Person acting on behalf of Seller the any of the foregoing Persons or any of their respective Affiliates or representatives, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including the AssetsSeller, the Business and Blocker, the Assumed Liabilities) Company or any other Company Entity or their respective businesses, operations or assets, except as expressly set forth in the Transaction Agreements or as this Agreement. Buyer further acknowledges and to the extent required by this Agreement to be set forth in the Company Disclosure Schedule. Purchaser further agrees that neither Seller, the Seller nor any of its direct or indirect Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Purchaser Buyer or any other Person resulting from the distribution to PurchaserBuyer, or PurchaserBuyer’s use of, any such information, or any information, document or material made available to Purchaser Buyer or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in certain “data rooms” and online “data sites,” management presentations, management interviews or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (bii) PURCHASER ACKNOWLEDGES AND AGREES THATThe Buyer acknowledges and agrees that, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTSexcept for the representations and warranties of the Seller and the Blocker expressly set forth in Article 3 and Article 4, THE UNITS, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED the Purchased Securities are being acquired AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTYBuyer acknowledges and agrees that it is consummating the transactions contemplated by this Agreement without relying on any representation or warranty, EXPRESS OR IMPLIEDexpress or implied, WHATSOEVER BY SELLERwhatsoever by the Seller or any of its Affiliates, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATEScounsel, COUNSELadvisors, ADVISORSconsultants, CONSULTANTSagents or other representatives, AGENTS OR OTHER REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTSexcept for the representations and warranties of the Seller and the Blocker expressly set forth in Article 3 and Article 4. PURCHASER BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSINGENTITIES), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY EACH SELLER AND THE COMPANYPARTY. (ciii) In connection with PurchaserBuyer’s investigation of the CompanyCompany Entities and Blocker, Purchaser Buyer has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, from or on behalf of Seller, the Company or their its Affiliates, counsel, advisors, consultants, agents or other representatives, certain projections, including projected statements of operating revenues, income from operations, and cash flows of the Company Entities (and the business transactions and events underlying such statements) and certain business plan information, projections, presentations, predictions, calculations, estimates and forecasts of the Company Entities and other similar data. Purchaser Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans, statements, predictions, presentations, calculations and other similar data, that Purchaser Buyer is well aware of such uncertainties, that Purchaser Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser Buyer, nor any of its AffiliatesBuyer Party, equityholders, counsel, advisors, consultants, agents or other representatives shall have any claim under any circumstances against any Seller Party or any other Person with respect thereto or arising therefrom. Accordingly, neither the Seller nor the Company makes does not make any representations or warranties whatsoever to Purchaser Buyer or any other Person with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person Person shall be entitled to rely on such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereof.

No Additional Representations; Disclaimer. (ai) Purchaser Buyer acknowledges and agrees that neither Seller the Company, nor any of its Affiliates, counsel, advisors, consultants, agents or other representatives, nor any other Person acting on behalf of Seller the Company, or any of their respective Affiliates or representatives, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including the AssetsCompany, the Business and the Assumed Liabilities) or any of its Subsidiaries, or their respective businesses, operations or assets, except as expressly set forth in the Transaction Agreements this Agreement or as and to the extent required by this Agreement to be set forth in the Company Disclosure ScheduleLetter. Purchaser Buyer further agrees that neither Sellerno Equityholder Party, nor any of its their respective direct or indirect Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Purchaser Buyer or any other Person resulting from the distribution to PurchaserBuyer, or PurchaserBuyer’s use of, any such information, or and any information, document or material made available to Purchaser Buyer or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in that certain Confidential Information Memorandum, dated October 2011, prepared by the Company and Sagent Advisors LLC, in certain “data rooms” and online “data sites,” management presentations, management interviews interviews, or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (bii) PURCHASER ACKNOWLEDGES AND AGREES THATEach of Buyer and Merger Sub acknowledges and agrees that, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTSexcept for the representations and warranties of the Company expressly set forth in ARTICLE 5 hereof, THE UNITS, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED the Company is being acquired AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTYEach of Buyer and Merger Sub acknowledges and agrees that it is consummating the Merger without any representation or warranty, EXPRESS OR IMPLIEDexpress or implied, WHATSOEVER BY SELLERwhatsoever by the Company, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATESthe holders of Company Capital Stock, COUNSELor any of their respective Affiliates, ADVISORScounsel, CONSULTANTSadvisors, AGENTS OR OTHER REPRESENTATIVESconsultants, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDSagents or other representatives, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANYexcept for the representations and warranties of the Company expressly set forth in ARTICLE 5 hereof. (ciii) In connection with PurchaserBuyer’s investigation of the CompanyCompany and its Subsidiaries, Purchaser Buyer has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, from or on behalf of Seller, the Company or their its Affiliates, counsel, advisors, consultants, agents or other representatives, certain projections, including projected statements of operating revenues, income from operations, and cash flows of the Company and its Subsidiaries (and the business transactions and events underlying such statements) and certain business plan information, projections, presentations, predictions, calculations, estimates and forecasts of the Company and its Subsidiaries and other similar data. Purchaser Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans, statements, predictions, presentations, calculations and other similar data, that Purchaser Buyer is well aware of such uncertainties, that Purchaser that, except as set forth in this Agreement or the Company Disclosure Letter, Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser Buyer, nor any of its AffiliatesBuyer Party, equityholders, counsel, advisors, consultants, agents or other representatives shall have any claim under any circumstances against Seller any Equityholder Party, the Company or any other Person with respect thereto or arising therefrom. Accordingly, neither Seller nor except as set forth in this Agreement or the Company Disclosure Letter, the Company makes any no representations or warranties whatsoever whatsoever, to Purchaser Buyer, Merger Sub or any other Person Person, with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person shall be entitled to rely on such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereof.

No Additional Representations; Disclaimer. (a) Purchaser acknowledges The Company acknowledges, covenants and agrees that neither Seller nor any of it is relying on its Affiliates, counsel, advisors, consultants, agents or other representatives, nor any other Person acting own independent investigation and analysis in entering into this Agreement and consummating the transactions contemplated hereby. For itself and on behalf of Seller or any of their respective Affiliates or representativesthe Stakeholders, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including is knowledgeable about the Assets, industries in which Parent operates and is capable of evaluating the Business merits and the Assumed Liabilities) except as expressly set forth in the Transaction Agreements or as and to the extent required by this Agreement to be set forth in the Company Disclosure Schedule. Purchaser further agrees that neither Seller, nor any of its Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, or Purchaser’s use of, any such information, or any information, document or material made available to Purchaser or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in certain “data rooms” and online “data sites,” management presentations, management interviews or any other form in expectation or anticipation risks of the transactions contemplated by this Agreement. . The representations and warranties expressly and specifically set forth in this ARTICLE III, as qualified by the Company Disclosure Schedules, constitute the sole and exclusive representations and warranties of the Company in connection with this Agreement and the transactions contemplated hereby. The Company also acknowledges the representations and warranties of Parent and Merger Sub in ARTICLE IV, as qualified by the Parent Disclosure Schedules, constitute the sole and exclusive representations and warranties of any kind of Parent and Merger Sub in connection with this Agreement and the transactions contemplated hereby and without in any manner limiting the other obligations, duties or covenants of the parties elsewhere in this Agreement, the Company expressly disclaims reliance upon any other representations or warranties of any kind or nature, expressed or implied (b) PURCHASER ACKNOWLEDGES including any such relating to the future or historical financial condition, results of operations, prospects, assets or liabilities of Parent or any of its Subsidiaries, the quality, quantity or condition of Parent or its Subsidiaries’ assets), other than in the case of intentional common law fraud or intentional misconduct related to the representations and warranties set forth in this Agreement. THE COMPANY HEREBY COVENANTS AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN ARTICLE IV, (X) NONE OF THE TRANSACTION AGREEMENTSPARENT OR MERGER SUB OR OTHER PERSON (INCLUDING ANY STAKEHOLDER, THE UNITSEQUITYHOLDER, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED AS IS WITHOUT MANAGER, MEMBER, OFFICER, DIRECTOR, EMPLOYEE, REPRESENTATIVE OR AGENT THEREOF, WHETHER IN ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE INDIVIDUAL, CORPORATE OR ANY OTHER EXPRESSED CAPACITY) HAS MADE OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES IS MAKING, AND AGREES THAT IT THE COMPANY HAS NOT RELIED ON OR IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT RELYING ON, ANY REPRESENTATION OTHER REPRESENTATIONS OR WARRANTYWARRANTIES OF ANY KIND WHATSOEVER NOT SET FORTH HEREIN, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, WHATSOEVER BY SELLERSTATUTORY OR OTHERWISE, THE COMPANY AS TO ANY MATTER CONCERNING PARENT OR ANY OF THEIR ITS RESPECTIVE AFFILIATESSUBSIDIARIES, COUNSELTHIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, ADVISORS, CONSULTANTS, AGENTS OTHER THAN IN THE CASE OF INTENTIONAL COMMON LAW FRAUD OR OTHER REPRESENTATIVES, EXCEPT FOR INTENTIONAL MISCONDUCT RELATED TO THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANYTHIS AGREEMENT. (c) In connection with Purchaser’s investigation of the Company, Purchaser has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, from or on behalf of Seller, the Company or their Affiliates, counsel, advisors, consultants, agents or other representatives, certain projections, including projected statements of operating revenues, income from operations, and cash flows (and the business transactions and events underlying such statements) and certain business plan information, projections, presentations, predictions, calculations, estimates and forecasts and other similar data. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans, statements, predictions, presentations, calculations and other similar data, that Purchaser is well aware of such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser nor any of its Affiliates, equityholders, counsel, advisors, consultants, agents or other representatives shall have any claim under any circumstances against Seller or any other Person with respect thereto or arising therefrom. Accordingly, neither Seller nor the Company makes any representations or warranties whatsoever to Purchaser or any other Person with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person shall be entitled to rely on such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereof.

No Additional Representations; Disclaimer. (a) Purchaser Buyer acknowledges and agrees that neither none of the Seller nor any of its AffiliatesParties, counselthe Acquired Companies, advisors, consultants, agents or other representatives, nor any other Person acting on behalf of Seller or any of their respective Affiliates or representatives, any Representatives of any of the foregoing (a) has made (and Buyer and its Affiliates have not relied on) any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including the AssetsAcquired Companies or their businesses or assets, the Business and the Assumed Liabilities) except as expressly set forth in the Transaction Agreements or as Article III and to the extent required qualified by this Agreement to be set forth in the Company Disclosure Schedule. Purchaser further agrees that neither SellerSchedules, nor any of its Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), b) will have or be subject to any liability or obligation to Purchaser Buyer or any other Person resulting from the distribution to PurchaserBuyer or any of its Affiliates, or PurchaserBuyer’s or any of its Affiliates’ use of, any such information, or including any information, document or material made available to Purchaser Buyer or its Affiliates or any of their respective, counsel, accountants, consultants, advisors, agents or other representatives Representatives in certain “data rooms” and online “data sites,” management presentations, management interviews presentations or any other form in expectation connection with the Transactions or anticipation of the transactions contemplated by this Agreement. (b) PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS, THE UNITS, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTYotherwise. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WHATSOEVER BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, COUNSEL, ADVISORS, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANY. (c) In connection with PurchaserBuyer’s and its Affiliates’ investigation of the CompanyAcquired Companies, Purchaser has received, directly or indirectly, through Buyer and its Affiliates, counsel, advisors, consultants, agents or other representatives, Affiliates have received from or on behalf of Seller, the Company or their Affiliates, counsel, advisors, consultants, agents or other representatives, Acquired Companies certain projections, including projected statements of operating revenues, revenues and income from operations, and cash flows (and operations of the business transactions and events underlying such statements) Acquired Companies and certain business plan information, projections, presentations, predictions, calculations, estimates and forecasts and other similar datainformation of the Acquired Companies. Purchaser Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, projections and other forecasts and plans, statements, predictions, presentations, calculations that Buyer and other similar data, that Purchaser is well aware of its Affiliates’ are familiar with such uncertainties, that Purchaser is Buyer and its Affiliates are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions projections and other similar data forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, projections and forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser nor Buyer and its affiliates shall have no claim against the Seller Parties, the Acquired Companies, any of its Affiliates, equityholders, counsel, advisors, consultants, agents or other representatives shall have any claim under any circumstances against Seller their Affiliates or any other Person Representatives of the foregoing with respect thereto or arising therefrom. Accordingly, neither Seller nor the Company makes any representations or warranties whatsoever to Purchaser or any other Person with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person shall be entitled to rely on such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereofthereto.

No Additional Representations; Disclaimer. (a) Each Purchaser Entity acknowledges and agrees that neither Seller the Companies, nor any of its their respective Affiliates, counsel, advisors, consultants, agents or other representativesRepresentatives, nor any other Person acting on behalf of Seller any Company or any of their respective Affiliates or representativesRepresentatives, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including the AssetsCompanies or any of their Subsidiaries or their respective businesses, the Business and the Assumed Liabilities) operations or assets, except as expressly set forth in the Transaction Agreements or as and to the extent required by this Agreement to be set forth (including Article 3 and Article 4) or in the Company Disclosure ScheduleSellers’ Closing Certificate. Each Purchaser Entity further agrees that neither Sellerthat, as qualified by the Sellers’ Disclosure Letter, no member of the Seller Group, nor any of its their respective direct or indirect Affiliates or representatives Representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will will, except for as set forth in this Agreement, have or be subject to any liability to the Purchaser Entities or any other Person resulting from the distribution to Purchaserthe Purchaser Entities, or Purchaser’s the Purchaser Entities use of, any such information, or any information, document or material made available to each Purchaser Entity or its respective Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives Representative in certain “data rooms” and online “data sites,” (including the Data Room) management presentations, management interviews interviews, or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (b) PURCHASER ACKNOWLEDGES AND AGREES THATEach Purchaser Entity, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTSon its own and on behalf of the other members of Powerfleet Group, THE UNITSacknowledges and agrees, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTYthat they have conducted to their satisfaction an independent investigation and verification of the business, EXPRESS OR IMPLIEDfinancial condition, WHATSOEVER BY SELLERresults of operations, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATESassets, COUNSELliabilities, ADVISORSproperties, CONSULTANTScontracts and prospects of the Companies and their respective Subsidiaries, AGENTS OR OTHER REPRESENTATIVESand, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDSin making its determination to proceed with the transactions contemplated by this Agreement, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATUREeach Purchaser Entity has relied solely on the results of Powerfleet Group’s own independent investigation and verification and have not relied on, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED are not relying on, and will not rely on, the Sellers, the Companies, any Subsidiary, any information, statements, disclosures, documents, projections, forecasts or other material made available to the Purchaser Entities or any of its Affiliates or advisors in the Data Room, or information, statements, disclosures or materials, in each case, whether written or oral, provided by, or as part of, any of the foregoing or any other Seller, or any failure of any of the foregoing to disclose or contain any information, except as expressly set forth in this Agreement (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANYincluding Article 3 and Article 4) or in the Sellers’ Closing Certificate. (c) In connection with Purchaser’s the Purchaser Entities’ investigation of the CompanyCompanies and their respective Subsidiaries, each Purchaser Entity has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representativesRepresentative, from or on behalf of Seller, the Company Companies or their Affiliates, counsel, advisors, consultants, agents or other representativesRepresentative, certain projections, including projected statements of operating revenues, income from operations, and cash flows of the Companies and their Subsidiaries (and the business transactions and events underlying such statements) and certain business plan information, projections, presentations, predictions, calculations, estimates and forecasts of the Companies and their Subsidiaries and other similar data. Each Purchaser Entity acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans, statements, predictions, presentations, calculations and other similar data, that each Purchaser Entity is well aware of such uncertainties, that each Purchaser Entity is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser Powerfleet, nor any other member of its AffiliatesPowerfleet Group, equityholders, counsel, advisors, consultants, agents or other representatives shall have any claim under any circumstances against any member of the Seller Group, any Company or any other Person with respect thereto or arising therefrom. Accordingly, neither Seller the Companies nor the Company makes Sellers make any representations or warranties whatsoever to the Purchaser Entities or any other Person Person, with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person shall be entitled to rely on such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereof.

No Additional Representations; Disclaimer. (ai) Purchaser The Buyer acknowledges and agrees that neither none of the Company, any Seller nor or any of its Affiliates, counsel, advisors, consultants, agents or other representativesEquityholder Party, nor any other Person acting on behalf of the Company, any Seller or any of their respective Affiliates or representatives, the Equityholder Parties has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including the Assetsor any of its Subsidiaries or their respective businesses or assets, the Business and the Assumed Liabilities) except as expressly set forth in this Agreement, as expressly set forth in any certificate delivered by the Transaction Agreements Company pursuant to Section 2B(iii) or as and to the extent required by this Agreement to be set forth in the Company Disclosure ScheduleLetter. Purchaser The Buyer further agrees that neither Seller, no Seller or other Equityholder Party nor any of its their respective direct or indirect Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), Agents will have or be subject to any liability to Purchaser the Buyer or any other Person resulting from the distribution to Purchaserthe Buyer, or Purchaserthe Buyer’s use of, any such information, or information and any information, document or material made available to Purchaser the Buyer or its Affiliates or their respectiveagents in that certain Information Packet, counseldated February, accountants2008, consultantsprepared by the Company and Credit Suisse Securities (USA) LLC, advisors, agents or other representatives in certain “data rooms” and online “data sites,” management presentations, management interviews presentations or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (bii) PURCHASER ACKNOWLEDGES AND AGREES THATThe Buyer acknowledges and agrees that except for the representations and warranties of the Sellers expressly set forth in Article 4 hereof, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTSthe representations and warranties of the Company expressly set forth in Article 5 hereof and the representations and warranties of the Company contained in any certificate delivered by the Company in connection herewith, THE UNITS, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED the Company Capital Stock is being acquired AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTYThe Buyer acknowledges and agrees that it is consummating the transactions contemplated hereby without any representation or warranty, EXPRESS OR IMPLIEDexpress or implied, WHATSOEVER BY SELLERby the Company, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATESthe Representative, COUNSELany Seller or any other Equityholder Party, ADVISORSexcept for (A) the representations and warranties of the Sellers expressly set forth in Article 4 hereof, CONSULTANTS(B) the representations and warranties of the Company expressly set forth in Article 5 hereof, AGENTS OR OTHER REPRESENTATIVES(C) the representations and warranties of the Company expressly contained in any certificate delivered by the Company pursuant to Section 2B(iii) hereof, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTSand (D) the representations and warranties of the Representative expressly set forth in Section 9J(vi) hereof. PURCHASER UNDERSTANDSWithout limiting the generality of the foregoing, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATUREno representation or warranty regarding or relating to (i) Tax matters is being made, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED except as set forth in Section 5H, (INCLUDING ANY RELATING TO THE PASTii) employee benefit matters is being made, PRESENT OR FUTURE FINANCIAL CONDITIONexcept as set forth in Section 5M, RESULTS OF OPERATIONSand (iii) environmental matters is being made, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSINGexcept as set forth in Section 5P. Notwithstanding anything herein to the contrary, in no event shall the Company be required to list in the Company Disclosure Letter each specific asbestosis, silicosis, mixed dust or similar litigation or claim, as opposed to a general description of such litigation matters or claims (including as may relate to respiratory product liability litigation or claims), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANYto which the Company or any of its Subsidiaries is subject; provided that the application of this sentence shall not otherwise limit the scope or substance of the representations and warranties contained in Article 5 other than with respect to the level of detail the Company is required to include in the Company Disclosure Letter with respect to such specific litigation or claims. (ciii) In connection with Purchaserthe Buyer’s investigation of the CompanyCompany and its Subsidiaries, Purchaser the Buyer has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, received from or on behalf of Seller, the Company or their Affiliates, counsel, advisors, consultants, agents or other representatives, certain projections, including projected statements of operating revenues, revenues and income from operations, operations of the Company and cash flows (and the business transactions and events underlying such statements) its Subsidiaries and certain business plan information, projections, presentations, predictions, calculations, estimates information of the Company and forecasts and other similar dataits Subsidiaries. Purchaser The Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, projections and other forecasts and plans, statements, predictions, presentations, calculations and other similar data, that Purchaser the Buyer is well aware of familiar with such uncertainties, that Purchaser is taking full responsibility for making the Buyer has made its own independent evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions projections and other similar data forecasts and plans so furnished to it (including as to the reasonableness of the assumptions underlying such estimates, projections and forecasts), and that the Buyer shall have no claim against any Seller, any other Equityholder Party or any other Person with respect thereto. Accordingly, the Company makes no representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections, projections and forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser nor any of its Affiliates, equityholders, counsel, advisors, consultants, agents or other representatives shall have any claim under any circumstances against Seller or any other Person with respect thereto or arising therefrom. Accordingly, neither Seller nor the Company makes any representations or warranties whatsoever to Purchaser or any other Person with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person shall be entitled to rely on such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereof.

No Additional Representations; Disclaimer. (ai) Purchaser Buyer acknowledges and agrees that neither Seller nor any of its Affiliates, counsel, advisors, consultants, agents Affiliates or other representatives, nor any other Person acting on behalf of Seller or any of their respective its Affiliates or representatives, representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company Seller or any of its Subsidiaries or their respective businesses or assets (including the AssetsEnterprise Group), the Business and the Assumed Liabilities) except as expressly set forth in this Agreement or the Transaction Agreements Ancillary Agreement or as and to the extent required by this Agreement to be set forth in the Company Seller Disclosure ScheduleLetter. Purchaser Buyer further agrees that neither Sellerthat, except for a claim for fraud, none of Seller nor any of its Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Purchaser Buyer or any other Person resulting from the distribution to PurchaserBuyer, or PurchaserBuyer’s use of, any such information, or including any Confidential Information Memorandum distributed by Evercore Partners relating to the Enterprise Group (an “Information Memorandum”) and any information, document or material made available to Purchaser Buyer or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in certain “data rooms” and online “data sites,” management presentations, management interviews presentations or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (bii) PURCHASER ACKNOWLEDGES AND AGREES THATExcept for the representations and warranties of Seller expressly set forth in this Agreement and the Ancillary Agreements, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTSthe Purchased Assets are being acquired by Buyer, THE UNITS, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTYBuyer acknowledges and agrees that it is consummating the transactions contemplated by this Agreement without any representation or warranty, EXPRESS OR IMPLIEDexpress or implied, WHATSOEVER BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, COUNSEL, ADVISORS, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANYby Seller or any of its Affiliates or representatives except for the representations and warranties of Seller expressly set forth in this Agreement and the Ancillary Agreements. (ciii) In connection with PurchaserBuyer’s investigation of the CompanyEnterprise Group, Purchaser Buyer has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, received from or on behalf of Seller, Seller and the Company or their Affiliates, counsel, advisors, consultants, agents or other representatives, Equityholder Parties certain projections, including projected statements of operating revenues, revenues and income from operations, operations of the Enterprise Group and cash flows (and the business transactions and events underlying such statements) for subsequent fiscal years and certain business plan information, projections, presentations, predictions, calculations, estimates and forecasts and other similar datainformation of the Enterprise Group. Purchaser Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, projections and other forecasts, plans, statements, predictions, presentations, calculations and other similar data, that Purchaser Buyer is well aware of familiar with such uncertainties, that Purchaser Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions projections and other similar data forecasts so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, projections and forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser nor any of its Affiliates, equityholders, counsel, advisors, consultants, agents or other representatives Buyer shall have any no claim under any circumstances against Seller or any other Person with respect thereto or arising therefromthereto. Accordingly, neither Seller nor the Company makes any no representations or warranties whatsoever to Purchaser or any other Person with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions projections and other similar data forecasts and plans (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person shall be entitled to rely on such estimates, projections, projections and forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereof).

No Additional Representations; Disclaimer. (a) Purchaser acknowledges and agrees that neither no Seller nor or any of its Affiliates, counsel, advisors, consultants, agents or other representatives, nor any other Person acting on behalf of Seller any of the foregoing Persons or any of their respective Affiliates or representatives, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including Sellers or their respective businesses, operations or assets, or the Assets, the Business and the Assumed Liabilities) Purchased Assets except as expressly set forth in the Transaction Agreements or as and to the extent required by this Agreement to be set forth in (including the Company Disclosure ScheduleSchedules). Purchaser further acknowledges and agrees that neither Sellerno Seller Party, nor any of its respective direct or indirect Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, or Purchaser’s use of, any such information, or any information, document or material made available to Purchaser or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in that certain Confidential Information Memorandum prepared by Jefferies LLC, in certain “data rooms” and online “data sites,” management presentations, management interviews or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (b) PURCHASER ACKNOWLEDGES AND AGREES THATPurchaser acknowledges and agrees that, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTSexcept for the representations and warranties of the Sellers expressly set forth in Article 2, THE UNITS, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED the Purchased Assets are being acquired AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTYPurchaser acknowledges and agrees that it is consummating the transactions contemplated by this Agreement without any representation or warranty, EXPRESS OR IMPLIEDexpress or implied, WHATSOEVER BY SELLERwhatsoever, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, COUNSEL, ADVISORS, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTSexcept for the representations and warranties of the Sellers expressly set forth in Article 2. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PURCHASED ASSETS OR THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSINGPURCHASED ASSETS), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANYSELLERS. (c) In connection with Purchaser’s investigation of the CompanyPurchased Assets, Purchaser has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, from or on behalf of Seller, the Company Sellers or their Affiliates, counsel, advisors, consultants, agents or other representatives, certain projections, including projected statements of operating revenues, income from operations, and cash flows (and the business transactions and events underlying such statements) and certain business plan information, projections, presentations, predictions, calculations, estimates and forecasts and other similar data. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans, statements, predictions, presentations, calculations and other similar data, that Purchaser is well aware of such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser nor any of its Affiliates, equityholders, counsel, advisors, consultants, agents or other representatives shall Purchaser Party will have any claim under any circumstances against any Seller Party or any other Person with respect thereto or arising therefrom. Accordingly, neither none of the Seller nor the Company Parties makes any representations or warranties whatsoever to Purchaser or any other Person with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person shall Person will be entitled to rely on such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereof.

No Additional Representations; Disclaimer. (a) Purchaser The Buyer acknowledges and agrees that neither Seller nor any of its Affiliates, counsel, advisors, consultants, agents or other representatives, the Sellers nor any other Person acting on behalf of Seller or any of their respective Affiliates or representatives, has made or makes any representation or warranty, warranty express or implied, as to the accuracy or completeness of any information regarding the Company (including the AssetsSellers, the Business and or the Assumed Liabilities) Acquired Assets except as expressly set forth in this Agreement, and the Transaction Agreements or as and to the extent required by this Agreement to be set forth in the Company Disclosure Schedule. Purchaser Buyer further agrees that neither Seller, the Sellers nor any of its Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), other Person will have or be subject to any liability to Purchaser the Buyer or any other Person resulting from the distribution to Purchaserthe Buyer, or Purchaserthe Buyer’s use of, any such information, or including, without limitation, any information, document or material made available to Purchaser or the Buyer and its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in certain the “data rooms” and online “data sites,” management presentationsroom”, management interviews presentations or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (b) PURCHASER ACKNOWLEDGES AND AGREES THAT, . EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTSARTICLE II, THE UNITS, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY SELLERS MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WHATSOEVER BY SELLERAT LAW OR IN EQUITY, IN RESPECT OF THE SELLERS, THE COMPANY BUSINESS OR ANY OF THEIR RESPECTIVE AFFILIATESTHE ACQUIRED ASSETS OR ASSUMED LIABILITIES OR OPERATIONS OF THE SELLERS, COUNSEL, ADVISORS, CONSULTANTS, AGENTS AND THE SELLERS EXPRESSLY DISCLAIM ANY SUCH REPRESENTATION OR OTHER REPRESENTATIVES, WARRANTY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN ARTICLE II, THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND BUYER AGREES THAT ALL OTHER REPRESENTATIONS IT IS PURCHASING THE ACQUIRED ASSETS ON AN “AS IS” AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANY“WHERE IS” BASIS. (c) In connection with Purchaser’s investigation of the Company, Purchaser has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, from or on behalf of Seller, the Company or their Affiliates, counsel, advisors, consultants, agents or other representatives, certain projections, including projected statements of operating revenues, income from operations, and cash flows (and the business transactions and events underlying such statements) and certain business plan information, projections, presentations, predictions, calculations, estimates and forecasts and other similar data. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans, statements, predictions, presentations, calculations and other similar data, that Purchaser is well aware of such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser nor any of its Affiliates, equityholders, counsel, advisors, consultants, agents or other representatives shall have any claim under any circumstances against Seller or any other Person with respect thereto or arising therefrom. Accordingly, neither Seller nor the Company makes any representations or warranties whatsoever to Purchaser or any other Person with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person shall be entitled to rely on such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereof.

No Additional Representations; Disclaimer. (a) Parent and Purchaser acknowledges acknowledge that the representations and agrees warranties made by the Company and the Selling Shareholders that neither Seller nor any are expressly set forth in this Agreement and the certificates delivered by the Company pursuant to this Agreement, including the Company Closing Certificate, are the sole and exclusive representations and warranties of its Affiliatesthe Company and the Selling Shareholders to Parent and Purchaser in connection with the transactions contemplated by this Agreement and Parent and Purchaser understand, counselacknowledge and agree that, advisorsunless set forth in this Agreement or an agreement or certificate contemplated by this Agreement, consultantsincluding the Company Closing Certificate, agents or all other representatives, nor any other Person acting on behalf of Seller or any of their respective Affiliates or representatives, has made any representation or warranty, representations and warranties express or implied, including any representation or warranty as to merchantability, habitability, workmanship, profitability, future performance, fitness for a particular purpose or the accuracy or completeness of any information regarding information, whether or not contained in any other document or other communication, provided or otherwise made available by any Person to Parent, Purchaser or any Person acting on behalf of Parent or Purchaser during the Company course of due diligence or otherwise (including in any management presentation, information or offering memorandum, supplemental information, data room, estimate, projection, forecast, plan, budget or other forward-looking information or other materials or information with respect to any of the Assetsabove) are specifically disclaimed by the Company, and Parent and Purchaser have not and will not rely on any such information other than the Business information provided pursuant to the representations and the Assumed Liabilities) except as expressly warranties set forth in the Transaction Agreements or as and to the extent required by this Agreement to be set forth in and the Company Disclosure Schedule. Purchaser further agrees that neither Seller, nor any of its Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, or Purchaser’s use of, any such information, or any information, document or material made available to Purchaser or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in certain “data rooms” agreements and online “data sites,” management presentations, management interviews or any other form in expectation or anticipation of the transactions certificates contemplated by this Agreement, including the Company Closing Certificate. (b) PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS, THE UNITS, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WHATSOEVER BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, COUNSEL, ADVISORS, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANY. (c) In connection with Parent’s and Purchaser’s investigation of the Company, Parent and Purchaser has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, their respective Representatives have received from or on behalf of Seller, the Company or their Affiliates, counsel, advisors, consultants, agents or other representatives, certain projections, including projected statements of operating revenues, income from operations, and cash flows (and the business transactions and events underlying such statements) projections for subsequent calendar years and certain business plan informationinformation for such succeeding calendar years. Without limiting any of the representations or warranties expressly set forth in Section 2 or Section 3, projections, presentations, predictions, calculations, estimates Parent and forecasts and other similar data. Purchaser acknowledges acknowledge that (i) there are uncertainties inherent in attempting to make such estimates, projections, forecasts, forecasts and plans, statements, predictions, presentations, calculations (ii) they are familiar with such uncertainties and other similar data, that Purchaser is well aware of such uncertainties, that Purchaser is taking full responsibility for making its have made their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions forecasts and other similar data plans so furnished to it them and (including the reasonableness of the assumptions underlying iii) they acknowledge that such estimates, projections, forecasts, plans, statements, calculations, predictions projections and other similar data), forecasts and that neither Purchaser nor any of its Affiliates, equityholders, counsel, advisors, consultants, agents or other representatives shall have any claim under any circumstances against Seller or any other Person with respect thereto or arising therefrom. Accordingly, neither Seller nor the Company makes any plans do not by themselves constitute representations or warranties whatsoever to Purchaser or any other Person with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person shall be entitled to rely on such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereofwarranties.

No Additional Representations; Disclaimer. (a) Purchaser Each Party hereto acknowledges and agrees that neither Seller the other Party nor any of its Affiliates, counsel, advisors, consultants, agents or other representatives, nor any other Person acting on behalf of Seller or any of their respective Affiliates or representatives, Affiliated Parties has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including the Assetssuch other Party and its Affiliates or their respective businesses, the Business and the Assumed assets or Liabilities) , except as expressly set forth in the Transaction Agreements or as and to the extent required by this Agreement to be set forth or any other document delivered in the Company Disclosure Schedulethis Agreement. Purchaser Each Party hereto further agrees that neither Seller, the other Party hereto nor any of its Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), such other Party’s Affiliated Parties will have or be subject to any liability Liability to Purchaser such Party or any other Person resulting from the permissible distribution to Purchasersuch Party, or Purchasersuch Party’s permissible use of, any such information, or any information, document or material made available to Purchaser such Party or its Affiliates Affiliated Parties in any electronic data room, online data site, or their respective, counsel, accountants, consultants, advisors, agents management presentation or other representatives in certain “data rooms” and online “data sites,” management presentations, management interviews or any other form in expectation or anticipation of the transactions Transactions contemplated by this Agreement. (b) PURCHASER ACKNOWLEDGES AND AGREES THATPurchaser acknowledges and agrees that, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTSexcept for the representations and warranties of the Parties expressly set forth in Article IV of this Agreement, THE UNITS, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED the Transactions contemplated by this Agreement are being effected AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTYWARRANTY and without any other representation or warranty, EXPRESS OR IMPLIEDexpress or implied, WHATSOEVER BY SELLERincluding any relating to financial condition or results of operations of Seller, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, COUNSEL, ADVISORS, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED the Locations or the Acquired Assets (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSINGwith it being understood and agreed that the representations and warranties set forth in Article IV are the exclusive representations and warranties of Seller in connection with the Transactions contemplated by this Agreement), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANYand Seller hereby disclaims any such other representations or warranties. (c) In connection with Purchaser’s investigation of the CompanyAcquired Assets, Purchaser has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, may have received from or on behalf of Seller, the Company or their Affiliates, counsel, advisors, consultants, agents or other representatives, certain projections, including projected statements of operating revenues, revenues and income from operationsoperations of the Acquired Assets, and cash flows (and the business transactions and events underlying such statements) and certain business plan information, projections, presentations, predictions, calculations, estimates and forecasts and other similar datainformation related to the Acquired Assets. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans, statements, predictions, presentations, calculations projections and other similar dataforecasts and plans, that Purchaser is well aware of familiar with such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions projections and other similar data forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, projections and forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser nor any of its Affiliates, equityholders, counsel, advisors, consultants, agents or other representatives shall have any no claim under any circumstances against Seller or any other Person of such Party’s representatives with respect thereto or arising therefromthereto. Accordingly, neither other than the representations and warranties herein, Seller nor the Company makes any no representations or warranties whatsoever to Purchaser or any other Person with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions projections and other similar data forecasts and plans (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person shall be entitled to rely on such estimates, projections, projections and forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereof).

No Additional Representations; Disclaimer. (a) Purchaser The Buyer acknowledges and agrees that neither Seller nor any of its Affiliatesthe Seller, counsel, advisors, consultants, agents or other representatives, the Foundation nor any other Person acting on behalf of Seller or any of their respective Affiliates or representatives, has made or makes any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including the Assets, the Business and the Assumed Liabilities) Seller except as expressly set forth in this Agreement, and the Transaction Agreements or as and to the extent required by this Agreement to be set forth in the Company Disclosure Schedule. Purchaser Buyer further agrees that neither the Seller, the Foundation nor any of its Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), other Person will have or be subject to any liability to Purchaser the Buyer or any other Person resulting from the distribution to Purchaserthe Buyer, or Purchaserthe Buyer’s use of, any such information, including, without limitation, the Confidential Memorandum relating to the Seller which was provided to the Buyer or its representatives, and any information, document or material made available to Purchaser or the Buyer and its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in certain the “data rooms” and online “data sites,room” management presentations, management interviews presentations or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (b) PURCHASER ACKNOWLEDGES AND AGREES THAT, . EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTSARTICLE IV AND ARTICLE V, THE UNITSFOUNDATION, THE ASSETS SUBSIDIARIES AND THE BUSINESS ARE BEING ACQUIRED AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY SELLER MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WHATSOEVER BY SELLERAT LAW OR IN EQUITY, IN RESPECT OF THE FOUNDATION, THE COMPANY SUBSIDIARIES, THE SELLER OR ANY OF THEIR RESPECTIVE AFFILIATESTHE ASSETS, COUNSELLIABILITIES OR OPERATIONS OF THE FOUNDATION, ADVISORSTHE SUBSIDIARIES OR THE SELLER, CONSULTANTSAND THE FOUNDATION, AGENTS THE SUBSIDIARIES AND THE SELLER EXPRESSLY DISCLAIM ANY SUCH REPRESENTATION OR OTHER REPRESENTATIVES, WARRANTY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN ARTICLE IV AND ARTICLE V, THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND BUYER AGREES THAT ALL OTHER REPRESENTATIONS IT IS PURCHASING THE PURCHASED ASSETS ON AN “AS IS” AND WARRANTIES OF ANY KIND OR NATURE“WHERE IS” BASIS. The Buyer acknowledges that it has conducted to its satisfaction, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANY. (c) In connection with Purchaser’s its own independent investigation of the Companycondition, Purchaser has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, from or on behalf operations and business of Seller, the Company or their Affiliates, counsel, advisors, consultants, agents or other representatives, certain projections, including projected statements of operating revenues, income from operations, and cash flows (Seller and the business transactions and events underlying such statements) and certain business plan informationSubsidiaries and, projections, presentations, predictions, calculations, estimates and forecasts and other similar data. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans, statements, predictions, presentations, calculations and other similar data, that Purchaser is well aware of such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data so furnished determination to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser nor any of its Affiliates, equityholders, counsel, advisors, consultants, agents or other representatives shall have any claim under any circumstances against Seller or any other Person with respect thereto or arising therefrom. Accordingly, neither Seller nor the Company makes any representations or warranties whatsoever to Purchaser or any other Person with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person shall be entitled to rely on such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection proceed with the transactions contemplated by this Agreement or Agreement, the financing thereofBuyer has relied on the results of its own independent investigation.

No Additional Representations; Disclaimer. (a) Purchaser Buyer acknowledges and agrees that neither none of Seller nor or any of its Affiliates, counsel, advisors, consultants, agents or other representativesNon-Recourse Parties, nor any other Person acting on behalf of Seller any of the foregoing Persons or any of their respective Affiliates or representativesRepresentatives, has made made, and Buyer is not relying on, any representation or warranty, express or implied, implied (including as to the accuracy or completeness of any information regarding Seller, the Company (including Entities or their respective businesses, operations or assets) and are specifically disclaimed by the AssetsSeller, except for the Business representations and the Assumed Liabilities) except as warranties expressly set forth in the Transaction Agreements or as and to the extent required by Article 3 of this Agreement to be set forth in the Company Disclosure Scheduleand any Ancillary Agreement. Purchaser further Seller acknowledges and agrees that neither Sellernone of Buyer or any of its Non-Recourse Parties, nor any other Person acting on behalf of its Affiliates or representatives (any of the foregoing Persons or any of their directorsrespective Affiliates or Representatives, officershas made, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, or Purchaser’s use ofand Seller is not relying on, any such informationrepresentation or warranty, express or implied, except for the representations and warranties expressly set forth in Article 4 of this Agreement and any informationAncillary Agreement. The provisions of this Section 8.11(a) shall not, document and shall not be deemed or material made available to Purchaser construed to, waive or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in certain “data rooms” and online “data sites,” management presentations, management interviews or release any other form in expectation or anticipation of the transactions contemplated by this Agreementclaims for Fraud. (b) PURCHASER ACKNOWLEDGES AND AGREES THATBuyer acknowledges and agrees that, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTSexcept for the representations and warranties of Seller expressly set forth in Article 3 of this Agreement and any Ancillary Agreement, THE UNITS, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED the Company Shares are being acquired AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTYBuyer acknowledges and agrees that it is consummating the purchase and sale of the Company Shares and the other transactions contemplated by this Agreement without reliance on any representation or warranty, EXPRESS OR IMPLIEDexpress or implied, WHATSOEVER BY SELLERwhatsoever by the Company, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATESSeller or any of their respective Non-Recourse Parties or any of their counsel, COUNSELadvisors, ADVISORSconsultants, CONSULTANTSagents or other Representatives, AGENTS OR OTHER REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANYexcept for the representations and warranties of Seller expressly set forth in Article 3 of this Agreement and any Ancillary Agreement. (c) In connection with PurchaserBuyer’s investigation of the CompanyCompany Entities, Purchaser Buyer has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, from or on behalf of Seller, the Company or their its Affiliates, counsel, advisors, consultants, agents or other representatives, certain projections, including projected statements of operating revenues, income from operations, and cash flows of the Company Entities (and the business transactions and events underlying such statements) and certain business plan information, projections, presentations, predictions, calculations, estimates and forecasts of the Company Entities and other similar data. Purchaser Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans, statements, predictions, presentations, calculations and other similar data, that Purchaser Buyer is well aware of such uncertainties, that Purchaser Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data), and that neither Purchaser Buyer nor any of its Affiliates, equityholders, counsel, advisors, consultants, agents or other representatives Non-Recourse Parties shall have any claim under any circumstances against Seller Seller, the Company Entities or any other Person of their respective Non-Recourse Parties with respect thereto or arising therefrom. Accordingly, neither Seller nor none of Seller, the Company Entities or any of their respective Non-Recourse Parties makes any representations or warranties whatsoever to Purchaser Buyer or any other Person Person, with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person Person shall be entitled to rely on such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the purchase and sale of the Company Shares or any of the other transactions contemplated by this Agreement or the financing thereof. Notwithstanding the foregoing, nothing in this Section 8.11(c) shall limit the representations and warranties expressly set forth in this Agreement and any Ancillary Agreement.

No Additional Representations; Disclaimer. (a) Purchaser Buyer acknowledges and agrees that neither Seller the Company nor any of its Affiliates, counsel, advisors, consultants, agents Affiliates or other representatives, nor any other Person acting on behalf of Seller the Company or any of their respective Affiliates or representatives, representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including the Assetsor any of its Subsidiaries or their respective businesses or assets, the Business and the Assumed Liabilities) except as expressly set forth in the Transaction Agreements this Agreement or as and to the extent required by this Agreement to be set forth in the Company Disclosure ScheduleSchedules. Purchaser Buyer further agrees that neither Seller, no Equityholder nor any of its their respective direct or indirect Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Purchaser Buyer or any other Person resulting from the distribution to PurchaserBuyer, or Purchaser’s Buyer's use of, any such information, or including any information, document or material made available to Purchaser Buyer or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in certain “"data rooms” " and online “"data sites,” " management presentations, management interviews presentations or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (b) PURCHASER ACKNOWLEDGES AND AGREES THATEach of Buyer and Merger Sub acknowledges and agrees that except for the representations and warranties of the Company expressly set forth in Article 4 hereof and any applicable Letter of Transmittal, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS, THE UNITS, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED the Units being acquired AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTYEach of Buyer and Merger Sub acknowledges and agrees that it has not relied on any statements, EXPRESS OR IMPLIEDrepresentations or warranties whatsoever, WHATSOEVER BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, COUNSEL, ADVISORS, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANYother than the representations and warranties of the Company expressly set forth in Article 4 of this Agreement. (c) In connection with Purchaser’s Buyer's investigation of the CompanyCompany and its Subsidiaries, Purchaser has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, Buyer may have received from or on behalf of Seller, the Company or their Affiliates, counsel, advisors, consultants, agents or other representatives, certain projections, including projected statements of operating revenues, revenues and income from operations, operations of the Company and cash flows (and the business transactions and events underlying such statements) its Subsidiaries and certain business plan information, projections, presentations, predictions, calculations, estimates information of the Company and forecasts and other similar dataits Subsidiaries. Purchaser Buyer acknowledges that there are uncertainties inherent in attempting to make any such estimates, projections, forecasts, projections and other forecasts and plans, statements, predictions, presentations, calculations and other similar data, that Purchaser Buyer is well aware of familiar with such uncertainties, that Purchaser Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions projections and other similar data forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, projections and forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser nor any of its Affiliates, equityholders, counsel, advisors, consultants, agents or other representatives Buyer shall have no claim against any claim under any circumstances against Seller Equityholder or any other Person with respect thereto or arising therefromexcept for the representations and warranties of the Company expressly set forth in Article 4 hereof and any holder of units in any applicable Letter of Transmittal. Accordingly, neither Seller nor the Company makes any no representations or warranties whatsoever to Purchaser or any other Person with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions projections and other similar data forecasts and plans (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person shall be entitled to rely on such estimates, projections, projections and forecasts, plans, statements, calculations, presentations, predictions ) except for the representations and other similar data for any purpose, including warranties of the Company expressly set forth in connection with the transactions contemplated by this Agreement or the financing thereofArticle 4 hereof.

No Additional Representations; Disclaimer. (a) Purchaser Buyer acknowledges and agrees that neither Seller none of the Sellers nor any of its Affiliates, counsel, advisors, consultants, agents their respective Affiliates or other representatives, nor any other Person acting on behalf of Seller the Sellers or any of their respective Affiliates or representatives, representatives has made any (and Buyer and its Affiliates have not relied on any) representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including Purchased Assets or the AssetsBusiness, the Business and the Assumed Liabilities) except as expressly set forth in the this Agreement and other Transaction Agreements Documents or as and to the extent required by this Agreement to be set forth in the Company Sellers Disclosure Schedule. Purchaser Buyer further agrees that neither Seller, nor any of its Sellers and their respective Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will not have or be subject to any liability to Purchaser Buyer or any other Person resulting from the distribution to PurchaserBuyer, or PurchaserBuyer’s use of, any such information, or including the Project Knicks Summary Overview dated Fall 2010, and any information, document or material made available to Purchaser Buyer or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in certain “data rooms” and online “data sites,” management presentations, management interviews presentations or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (b) PURCHASER ACKNOWLEDGES AND AGREES THATBuyer acknowledges and agrees that it is consummating the transactions contemplated by this Agreement and the other Transaction Documents without reliance on any representation or warranty, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTSexpress or implied, THE UNITSby the Sellers or any of their respective Affiliates or representatives, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WHATSOEVER BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, COUNSEL, ADVISORS, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANYexcept for the representations and warranties of the Sellers expressly set forth in Article VI. (c) In connection with PurchaserBuyer’s investigation of the CompanyBusiness and the Purchased Assets, Purchaser Buyer has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, received from or on behalf of Seller, the Company or their Affiliates, counsel, advisors, consultants, agents or other representatives, Sellers certain projections, including projected statements of operating revenues, revenues and income from operations, and cash flows (and operations of the business transactions and events underlying such statements) Business and certain business plan information, projections, presentations, predictions, calculations, estimates information of the Business and forecasts and other similar datathe Sellers. Purchaser Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, projections and other forecasts and plans, statements, predictions, presentations, calculations and other similar data, that Purchaser Buyer is well aware of familiar with such uncertainties, that Purchaser Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions projections and other similar data forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, projections and forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser nor any of its Affiliates, equityholders, counsel, advisors, consultants, agents or other representatives Buyer shall have any no claim under any circumstances against Seller Sellers or any other Person its Affiliates or representatives with respect thereto or arising therefromthereto. Accordingly, neither Seller nor the Company makes any Sellers make no representations or warranties whatsoever to Purchaser or any other Person with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions projections and other similar data forecasts and plans (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person shall be entitled to rely on such estimates, projectionsprojections and forecasts), forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereofBuyer has not relied thereon.

No Additional Representations; Disclaimer. (a) Purchaser acknowledges and agrees that neither Seller nor any of its Affiliatestheir respective Representatives, counsel, advisors, consultants, agents or other representatives, nor any other Person acting on behalf of Seller either Seller, or any of their respective Affiliates or representativesRepresentatives, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including Business or the Transferred Assets, the Business and the Assumed Liabilities) except as expressly set forth in the Transaction Agreements this Agreement or as and to the extent required by this Agreement to be set forth in the Company Disclosure ScheduleLetter. Purchaser further agrees that neither Seller, nor any of its Affiliates their direct or representatives indirect Representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, or Purchaser’s use of, any such information, or and any information, document or material made available to Purchaser or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives Representatives in certain “data rooms” and online “data sites,” management presentations, management interviews interviews, or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (b) PURCHASER ACKNOWLEDGES AND AGREES THATPurchaser acknowledges and agrees that, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTSexcept for the representations and warranties of PHMD expressly set forth in Article III hereof, THE UNITS, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED the Transferred Assets are being acquired AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTYPurchaser acknowledges and agrees that it is consummating the transactions contemplated by this Agreement and the other Transaction Documents without relying on any representation or warranty, EXPRESS OR IMPLIEDexpress or implied, WHATSOEVER BY SELLERwhatsoever by the Sellers or any of their Representatives, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, COUNSEL, ADVISORS, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANYexcept for the representations and warranties of PHMD expressly set forth in Article III hereof. (c) In connection with Purchaser’s investigation of the CompanyBusiness, Purchaser has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representativesRepresentatives, from or on behalf of Seller, the Company Sellers or their Affiliates, counsel, advisors, consultants, agents or other representativesRepresentatives, certain projections, including projected statements of operating revenues, income from operations, and cash flows of the Business (and the business transactions and events underlying such statements) and certain business plan information, projections, presentations, predictions, calculations, estimates and forecasts of the Business and other similar data. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans, statements, predictions, presentations, calculations and other similar data, that Purchaser is well aware of such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser Purchaser, nor any of its AffiliatesPurchaser Indemnified Person, equityholders, counsel, advisors, consultants, agents or other representatives shall have any claim under any circumstances against either Seller or any other Person with respect thereto or arising therefrom. Accordingly, neither Seller nor the Company makes any Sellers make no representations or warranties whatsoever whatsoever, to Purchaser or any other Person Person, with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person Person shall be entitled to rely on such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereof. (d) In no event shall any of the provisions of Section 10.6(a) through Section 10.6(c) be deemed to modify, qualify amend or otherwise affect in any manner any of the representations and warranties of PHMD in Article III of this Agreement, and Purchaser hereby reserves any and all rights that it may have with respect the breach or inaccuracy thereof, subject to the other limitations set forth in this Agreement.

No Additional Representations; Disclaimer. (a) Purchaser The Buyer acknowledges and agrees that neither Seller none of the Sellers, the Holding Companies or the Company nor any of its Affiliates, counsel, advisors, consultants, agents their respective Affiliates or other representatives, nor any other Person acting on behalf of Seller the Sellers, the Holding Companies or the Company or any of their respective Affiliates or representatives, representatives has made any (and the Buyer and its Affiliates have not relied on any) representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including the AssetsHolding Companies, the Business and Company or the Assumed Liabilities) Subsidiaries or their respective businesses or assets, except as expressly set forth in the Transaction Agreements this Agreement or as and to the extent required by this Agreement to be set forth in the Schedules. The Sellers’ Representative, the Sellers, the Holding Companies and the Company Disclosure Schedule. Purchaser further agrees acknowledge and agree that neither Seller, the Buyer nor any of its Affiliates or representatives, nor any other Person acting on behalf of the Buyer or its Affiliates or representatives has made any (and the Sellers’ Representative, the Sellers, the Holding Companies and the Company and their respective Affiliates have not relied on any) representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Buyer or its businesses or assets, except as expressly set forth in this Agreement or as set forth in the Schedules. The Buyer further agrees that no Seller Indemnitee nor any of their directors, officers, employees, members, managers, partners, agents respective Affiliates or otherwise), representatives will have or be subject to any liability to Purchaser the Buyer or any other Person to the extent resulting from the distribution to Purchaserthe Buyer, or Purchaserthe Buyer’s use ofuse, any such information, or of any information, document or material made available to Purchaser the Buyer or its Affiliates or their respectiverepresentatives, counsel, accountants, consultants, advisors, agents or other representatives whether in certain “data rooms” and online “data sites,” management presentationsor otherwise, management interviews or any other form in expectation or anticipation of the transactions contemplated by this Agreement. For purposes of this Agreement, “made available to the Buyer” shall mean that such materials were delivered to the Buyer or its representatives or posted on the electronic data site maintained in connection with the transactions contemplated by this Agreement, in each case, at least forty-eight (48) hours prior to the date of this Agreement. (b) PURCHASER ACKNOWLEDGES AND AGREES THATThe Buyer acknowledges and agrees that it is consummating the transactions contemplated by this Agreement without reliance on any representation or warranty, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTSexpress or implied, THE UNITSby the Company, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTYthe Holding Companies, the Sellers or any of their respective Affiliates or representatives except for the representations and warranties of the Sellers, the Holding Companies and the Company expressly set forth in Article II, Article III and Article IV. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTYThe Sellers’ Representative, EXPRESS OR IMPLIEDthe Sellers, WHATSOEVER BY SELLERthe Holding Companies and the Company acknowledge and agree that they are consummating the transactions contemplated by this Agreement without reliance on any representation or warranty, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATESexpress or implied, COUNSEL, ADVISORS, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANY.by the Buyer or any of its Affiliates or representatives except for the representations and warranties of the Buyer expressly set forth in Article V. (c) In connection with Purchaserthe Buyer’s investigation of the CompanyCompany and the Subsidiaries, Purchaser the Buyer has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, received from or on behalf of Seller, the Company or their Affiliates, counsel, advisors, consultants, agents or other representatives, and the Subsidiaries certain projections, including projected statements of operating revenues, revenues and income from operations, and cash flows (operations of the Company and the business transactions and events underlying such statements) Subsidiaries and certain prospective business plan information, projections, presentations, predictions, calculations, estimates information of the Company and forecasts and other similar datathe Subsidiaries. Purchaser The Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, projections and other forecasts and plans, statementsand that the Buyer shall have no claim against any Seller Indemnitee or any other Person with respect thereto. Accordingly, predictionsnone of the Company, presentationsthe Subsidiaries or the Seller Indemnitees makes any representations or warranties whatsoever with respect to such estimates, calculations projections and other similar data, that Purchaser is well aware of such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the adequacy forecasts and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data so furnished to it plans (including the reasonableness of the assumptions underlying such estimates, projections, projections and forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser nor the Buyer has not relied thereon. (d) Nothing in this Section 12.18 shall in any way limit any of its Affiliatesthe representations and warranties set forth in Article II, equityholdersArticle III, counsel, advisors, consultants, agents Article IV or other representatives shall have any claim under any circumstances against Seller or any other Person with respect thereto or arising therefrom. Accordingly, neither Seller nor the Company makes any representations or warranties whatsoever to Purchaser or any other Person with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person shall be entitled to rely on such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereof.Article V.

No Additional Representations; Disclaimer. (ai) Purchaser Buyer acknowledges and agrees that neither Seller nor any of its Affiliates, counsel, advisors, consultants, agents or other representatives, nor any other Person acting on behalf of Seller or any of their respective Affiliates or representatives, has made any representation or warranty, express or implied, including any representation or warranty as to the accuracy or completeness of any information regarding the Company (including Assets, the Assumed Liabilities or the Business or otherwise regarding the Assets, the Assumed Liabilities or the Business and or the Assumed Liabilities) transactions contemplated by this Agreement, except as expressly set forth in the Transaction Agreements this Agreement or any Ancillary Agreement executed and delivered by Seller or as and to the extent expressly required by this Agreement to be set forth in the Company Disclosure ScheduleSchedules hereto, and that Buyer is consummating the transactions contemplated hereby without reliance on, and hereby disclaims, any representation or warranty, express or implied, by Seller or any other Person except as expressly set forth in this Agreement or any Ancillary Agreement executed and delivered by Seller or as and to the extent expressly required by this Agreement to be set forth in the Schedules hereto. Purchaser Buyer further agrees that neither Seller, Seller nor any of its Affiliates other Person makes any representation or representatives (or warranty to Buyer with respect to, and neither Seller nor any of their directors, officers, employees, members, managers, partners, agents or otherwise), other Person will have or be subject to any liability to Purchaser Buyer or any other Person resulting from the distribution to PurchaserBuyer, or PurchaserBuyer’s use of, any such information, or including the Orange Glo International Management Presentation prepared by Xxxxxx Xxxxxxx & Co. LLC dated April 17, 2006 and any information, document document, or material made available to Purchaser Buyer or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or any other representatives Person in certain “data rooms” and online “data sites,” management presentations”, management interviews presentations or any other form in expectation or anticipation of the transactions contemplated by this Agreement or any Ancillary Agreement except for the representations and warranties expressly set forth in this Agreement. Buyer further acknowledges and agrees that Buyer has been given access to the premises, properties, books, contracts and records of Seller and has been furnished with all additional financial and operational data and other information concerning the Assets, the Assumed Liabilities and the Business as Buyer has requested in connection with Buyer’s determination to enter into this Agreement and consummate the transactions contemplated hereby. Buyer further acknowledges and agrees that it is sophisticated in all aspects of the general industry of Seller and has sufficient knowledge and expertise to evaluate the purchase of the Assets and the consummation of the transactions contemplated hereby. (b) PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS, THE UNITS, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WHATSOEVER BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, COUNSEL, ADVISORS, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANY. (cii) In connection with PurchaserBuyer’s investigation of the CompanyBusiness and the Assets, Purchaser has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, Buyer may have received from or on behalf of Seller, the Company or their Affiliates, counsel, advisors, consultants, agents or other representatives, Seller certain projections, including projected statements of operating net revenues, direct product contribution and operating income from operations, and cash flows (and the business transactions and events underlying such statements) of Seller and certain business plan information, projections, presentations, predictions, calculations, estimates . Buyer acknowledges and forecasts and other similar data. Purchaser acknowledges agrees that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, projections and other forecasts and plans, statements, predictions, presentations, calculations and other similar data, that Purchaser Buyer is well aware of familiar with such uncertainties, that Purchaser Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions projections and other similar data forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying any such estimates, projections, projections and forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser nor any of its Affiliates, equityholders, counsel, advisors, consultants, agents or other representatives Buyer shall have any no claim under any circumstances against Seller or any other Person with respect thereto or arising therefromthereto. Accordingly, neither Seller nor the Company any other Person makes any representations or warranties whatsoever to Purchaser or any other Person with respect to any such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions projections and other similar data forecasts and plans (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person shall be entitled to rely on such estimates, projectionsprojections and forecasts). (iii) WITHOUT LIMITING THE GENERALITY OF THIS SECTION 8(b), forecastsAND WITHOUT LIMITATION OF BUYER’S RECOURSE AS ELSEWHERE EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT EXECUTED AND DELIVERED BY SELLER, plansBUYER FURTHER ACKNOWLEDGES AND AGREES THAT SELLER MAKES NO, statementsAND BUYER HEREBY DISCLAIMS ANY, calculationsREPRESENTATION OR WARRANTY WITH RESPECT TO THE ASSETS, presentationsEXPRESS OR IMPLIED, predictions and other similar data for any purposeBEYOND THOSE EXPRESSLY MADE IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, including in connection with the transactions contemplated by this Agreement or the financing thereofINCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE ASSETS AND IT IS UNDERSTOOD THAT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT EXECUTED AND DELIVERED BY SELLER, BUYER TAKES THE ASSETS ON AN “AS IS” AND “WHERE IS” BASIS.

No Additional Representations; Disclaimer. (a) Purchaser The Buyer acknowledges and agrees that neither Seller nor any none of its Affiliatesthe Sellers, counselthe Group Companies, advisors, consultants, agents or other representatives, nor any other Person acting on behalf of Seller or any of their respective Affiliates or representatives, any Representatives of any of the foregoing (a) has made (and the Buyer and its Affiliates hereby disclaim reliance on) any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including the AssetsGroup Companies or their respective business or assets, the Business and the Assumed Liabilities) except as expressly set forth in Article III and Article IV and qualified by the Transaction Agreements or as and to the extent required by this Agreement to be set forth in the Company Disclosure Schedule. Purchaser further agrees that neither Seller, nor any of its Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), b) will have or be subject to any liability or obligation to Purchaser the Buyer or any other Person resulting from the distribution to Purchaserthe Buyer or any of its Affiliates, or Purchaserthe Buyer’s or any of its Affiliates’ use of, any such information, or including any information, document or material made available to Purchaser the Buyer or its Affiliates or any of their respective, counsel, accountants, consultants, advisors, agents or other representatives Representatives in certain “the Group Companies’ electronic data rooms” and online “data sites,” management presentationsroom, management interviews presentations or any other form in expectation or anticipation of connection with the transactions contemplated by this Agreement. (b) PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS, THE UNITS, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTYhereby or otherwise. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WHATSOEVER BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, COUNSEL, ADVISORS, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANY. (c) In connection with Purchaserthe Buyer’s and its Affiliates’ investigation of the CompanyGroup Companies, Purchaser has received, directly or indirectly, through the Buyer and its Affiliates, counsel, advisors, consultants, agents or other representatives, Affiliates have received from or on behalf of Seller, the Company or their Affiliates, counsel, advisors, consultants, agents or other representatives, Group Companies certain projections, including projected statements of operating revenues, revenues and income from operations, and cash flows (and operations of the business transactions and events underlying such statements) Group Companies and certain business plan information, projections, presentations, predictions, calculations, estimates and forecasts and other similar datainformation of the Company. Purchaser The Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, projections and other forecasts and plans, statements, predictions, presentations, calculations that the Buyer and other similar data, that Purchaser is well aware of its Affiliates are familiar with such uncertainties, that Purchaser is the Buyer and its Affiliates are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions projections and other similar data forecasts and plans so furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, projections and forecasts, plans, statements, calculations, predictions and other similar data), and, subject to the following sentence, that the Buyer and that neither Purchaser nor its Affiliates shall have no claim against any of its Affiliatesthe Sellers, equityholdersthe Group Companies, counselany of their Affiliates or any Representatives of the foregoing with respect thereto. Notwithstanding the foregoing, advisorsnothing in this Section 4.4 or elsewhere in this Agreement shall (i) limit or impair, consultantsor constitute a waiver of, agents any right or other representatives shall have remedy of Buyer in cases of Fraud, (ii) relieve any Person of any liability or obligation for Fraud or (iii) preclude Buyer from asserting any claim under based on Fraud, in each case whether or not such Fraud is based on any circumstances against Seller representation or any other Person with respect thereto or arising therefrom. Accordingly, neither Seller nor the Company makes any representations or warranties whatsoever to Purchaser or any other Person with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person shall be entitled to rely on such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including warranty set forth in connection with the transactions contemplated by this Agreement or the financing thereofotherwise.

No Additional Representations; Disclaimer. (a) Purchaser acknowledges and agrees that neither Seller nor any of its Affiliatestheir respective Representatives, counsel, advisors, consultants, agents or other representatives, nor any other Person acting on behalf of Seller either Seller, or any of their respective Affiliates or representativesRepresentatives, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including Business or the Transferred Assets, the Business and the Assumed Liabilities) except as expressly set forth in the Transaction Agreements this Agreement or as and to the extent required by this Agreement to be set forth in the Company Disclosure ScheduleLetter. Purchaser further agrees that neither Seller, nor any of its Affiliates their direct or representatives indirect Representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, or Purchaser’s use of, any such information, or and any information, document or material made available to Purchaser or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives Representatives in certain “data rooms” and online “data sites,” management presentations, management interviews interviews, or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (b) PURCHASER ACKNOWLEDGES AND AGREES THATPurchaser acknowledges and agrees that, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTSexcept for the representations and warranties of PHMD expressly set forth in Article III hereof, THE UNITS, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED the Transferred Assets are being acquired AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTYPurchaser acknowledges and agrees that it is consummating the transactions contemplated by this Agreement and the other Transaction Documents without relying on any representation or warranty, EXPRESS OR IMPLIEDexpress or implied, WHATSOEVER BY SELLERwhatsoever by the Sellers or any of their Representatives, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, COUNSEL, ADVISORS, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANYexcept for the representations and warranties of PHMD expressly set forth in Article III hereof. (c) In connection with Purchaser’s investigation of the CompanyBusiness, Purchaser has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representativesRepresentatives, from or on behalf of Seller, the Company Sellers or their Affiliates, counsel, advisors, consultants, agents or other representativesRepresentatives, certain projections, including projected statements of operating revenues, income from operations, and cash flows of the Business (and the business transactions and events underlying such statements) and certain business plan information, projections, presentations, predictions, calculations, estimates and forecasts of the Business and other similar data. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans, statements, predictions, presentations, calculations and other similar data, that Purchaser is well aware of such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser Purchaser, nor any of its AffiliatesPurchaser Indemnified Person, equityholders, counsel, advisors, consultants, agents or other representatives shall have any claim under any circumstances against either Seller or any other Person with respect thereto or arising therefrom. Accordingly, neither Seller nor the Company makes any Sellers make no representations or warranties whatsoever whatsoever, to Purchaser or any other Person Person, with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person Person shall be entitled to rely on such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereof. (d) In no event shall any of the provisions of Section 8.6(a) through Section 8.6(c) be deemed to modify, qualify amend or otherwise affect in any manner any of the representations and warranties of PHMD in Article III of this Agreement, and Purchaser hereby reserves any and all rights that it may have with respect the breach or inaccuracy thereof, subject to the other limitations set forth in this Agreement.

No Additional Representations; Disclaimer. (a) Purchaser Buyer represents, warrants, acknowledges and agrees that neither Seller nor any agrees, on its own behalf and on behalf of its Affiliates, counsel, advisors, consultants, agents or other representatives, nor any other Person acting on behalf of Seller or any of their respective Affiliates or representatives, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including the Assets, the Business that Buyer and the Assumed Liabilities) except as expressly set forth in the Transaction Agreements or as and to the extent required by this Agreement to be set forth in the Company Disclosure Schedule. Purchaser further agrees that neither Seller, nor any of its Affiliates or representatives (or any have conducted an independent investigation of their directorsthe financial condition, officersresults of operations, employeesassets, membersliabilities, managersproperties and projected operations of the Company, partnersand, agents or otherwise), will have or be subject in making its determination to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, or Purchaser’s use of, any such information, or any information, document or material made available to Purchaser or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in certain “data rooms” and online “data sites,” management presentations, management interviews or any other form in expectation or anticipation of proceed with the transactions contemplated by this Agreement. , Buyer and its Affiliates have relied solely on the representations and warranties of the Sellers and Xxxxxx expressly and specifically set forth in this Agreement as qualified by the Disclosure Schedules. Other than as a result of Fraud, the representations and warranties of the Sellers and Xxxxxx set forth in this Agreement as qualified by the Disclosure Schedules, constitute the sole and exclusive representations, warranties, and statements of any kind of any of the Sellers or Xxxxxx to Buyer in connection with the transactions contemplated hereby, and Buyer, on its own behalf and on behalf of its Affiliates, understands, acknowledges and agrees that all other express or implied representations, warranties, and statements (bincluding any statement by omission) PURCHASER of any kind or nature expressed or implied (including any relating to the future or historical financial condition, results of operations, prospects, assets or liabilities of the Company, or the quality, quantity or condition of the Company’s assets or the accuracy and completeness of information provided to the Buyer Related Parties) are specifically disclaimed by the Sellers and Xxxxxx, and Buyer and its Affiliates are not and have not relied on any such other representation and warranty. OTHER THAN AS A RESULT OF FRAUD, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY AND ITS AFFILIATES THAT ARE EXPRESSLY SPECIFICALLY SET FORTH IN THIS AGREEMENT AS QUALIFIED BY THE TRANSACTION AGREEMENTSDISCLOSURE SCHEDULES, (X) THE UNITSBUYER PARTIES ARE ACQUIRING THE COMPANY ON AN “AS IS, WHERE IS” BASIS AND (Y) NEITHER SELLER NOR XXXXXX NOR ANY OTHER PERSON (INCLUDING, ANY STOCKHOLDER, MEMBER, OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF ANY OF THE ASSETS FOREGOING AND THE BUSINESS ARE BEING ACQUIRED AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OTHER SELLER RELATED PARTY, WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER EXPRESSED CAPACITY) IS MAKING OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES HAS MADE, AND AGREES THAT IT EACH BUYER PARTY IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT NOT RELYING ON, ANY REPRESENTATION REPRESENTATIONS, WARRANTIES, OR WARRANTYOTHER STATEMENTS (INCLUDING ANY STATEMENT BY OMISSION) OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, WHATSOEVER BY SELLERSTATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING THE COMPANY COMPANY, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO (OR OTHERWISE ACQUIRED BY) BUYER OR ANY OF THEIR RESPECTIVE AFFILIATES, COUNSEL, ADVISORS, CONSULTANTS, AGENTS OR OTHER BUYER’S REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANY. (c) In connection with Purchaser’s investigation of the Company, Purchaser has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, from or on behalf of Seller, the Company or their Affiliates, counsel, advisors, consultants, agents or other representatives, certain projections, including projected statements of operating revenues, income from operations, and cash flows (and the business transactions and events underlying such statements) and certain business plan information, projections, presentations, predictions, calculations, estimates and forecasts and other similar data. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans, statements, predictions, presentations, calculations and other similar data, that Purchaser is well aware of such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser nor any of its Affiliates, equityholders, counsel, advisors, consultants, agents or other representatives shall have any claim under any circumstances against Seller or any other Person with respect thereto or arising therefrom. Accordingly, neither Seller nor the Company makes any representations or warranties whatsoever to Purchaser or any other Person with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person shall be entitled to rely on such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereof.

No Additional Representations; Disclaimer. (ai) Purchaser Buyer acknowledges and agrees that neither Seller none of the Sellers or Owners nor any of its Affiliates, counsel, advisors, consultants, agents their respective Affiliates or other representatives, nor any other Person acting on behalf of Seller the Sellers or the Owners or any of their respective Affiliates or representatives, representatives has made any (and Buyer and its Affiliates have not relied on any) representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including and its Subsidiaries or the AssetsBusiness, the Business and the Assumed Liabilities) except as expressly set forth in the Transaction Agreements this Agreement or as and to the extent required by this Agreement to be set forth in the Company Disclosure ScheduleLetter. Purchaser Buyer further agrees that neither Seller, none of the Sellers or Owners nor any of its their respective direct or indirect Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Purchaser Buyer or any other Person resulting from the distribution to PurchaserBuyer, or PurchaserBuyer’s use of, any such information, or including the Confidential Information Memorandum prepared by Xxxxxx Xxxxxxxx & Co. (the “Information Memorandum”), and any information, document or material made available to Purchaser Buyer or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in certain “data rooms” and online “data sites,” management presentations, management interviews presentations or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (bii) PURCHASER ACKNOWLEDGES AND AGREES THATBuyer acknowledges and agrees that it is consummating the transactions contemplated by this Agreement without reliance on any representation or warranty, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTSexpress or implied, THE UNITSby the Sellers, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WHATSOEVER BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, COUNSEL, ADVISORS, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANYthe Owners or any of their respective Affiliates or representatives except for the representations and warranties of the Sellers and Owners expressly set forth in Article 4 and Article 5 hereof. (ciii) In connection with PurchaserBuyer’s investigation of the CompanyCompany and its Subsidiaries, Purchaser Buyer has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, received from or on behalf of Seller, the Company or their Affiliates, counsel, advisors, consultants, agents or other representatives, Sellers certain projections, including projected statements of operating revenues, revenues and income from operations, operations of the Company and cash flows (and the business transactions and events underlying such statements) its Subsidiaries and certain business plan information, projections, presentations, predictions, calculations, estimates information of the Company and forecasts and other similar dataits Subsidiaries. Purchaser Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, projections and other forecasts and plans, statements, predictions, presentations, calculations and other similar data, that Purchaser Buyer is well aware of familiar with such uncertainties, that Purchaser Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions projections and other similar data forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, projections and forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser nor any of its Affiliates, equityholders, counsel, advisors, consultants, agents or other representatives Buyer shall have no claim against any claim under any circumstances against Seller or Owner or any other Person or any escrow amounts with respect thereto or arising therefromthereto. Accordingly, neither Seller nor the Company makes any Sellers and the Owners make no representations or warranties whatsoever to Purchaser or any other Person with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions projections and other similar data forecasts and plans (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person shall be entitled to rely on such estimates, projectionsprojections and forecasts), forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereofBuyer has not relied thereon.

No Additional Representations; Disclaimer. (a) Purchaser acknowledges Each of Parent and Merger Sub acknowledges, covenants and agrees that neither Seller nor any it is relying on its own independent investigation and analysis in entering into this Agreement and consummating the transactions contemplated hereby. Each of its Affiliates, counsel, advisors, consultants, agents or other representatives, nor any other Person acting on behalf of Seller or any of their respective Affiliates or representatives, has made any representation or warranty, express or implied, as to Parent and Merger Sub is knowledgeable about the accuracy or completeness of any information regarding industries in which the Company (including and its Subsidiaries operate and is capable of evaluating the Assets, the Business merits and the Assumed Liabilities) except as expressly set forth in the Transaction Agreements or as and to the extent required by this Agreement to be set forth in the Company Disclosure Schedule. Purchaser further agrees that neither Seller, nor any of its Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, or Purchaser’s use of, any such information, or any information, document or material made available to Purchaser or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in certain “data rooms” and online “data sites,” management presentations, management interviews or any other form in expectation or anticipation risks of the transactions contemplated by this Agreement and is able to bear the substantial economic risk of such investment for an indefinite period of time. The representations and warranties expressly and specifically set forth in this ARTICLE IV as qualified by the Parent Disclosure Schedules, constitute the sole and exclusive representations and warranties of Parent and Merger Sub in connection with this Agreement and the transactions contemplated hereby. Parent and Merger Sub also acknowledge that the representations and warranties set forth in ARTICLE III, as qualified by the Company Disclosure Schedules, constitute the sole and exclusive representations and warranties of any kind of the Company in connection with this Agreement and the transactions contemplated hereby and without in any manner limiting the other obligations, duties or covenants of the parties elsewhere in this Agreement. , each of Parent and Merger Sub expressly disclaim reliance upon any other representations or warranties of any kind or nature, expressed or implied (b) PURCHASER ACKNOWLEDGES including any such relating to the future or historical financial condition, results of operations, prospects, assets or liabilities of the Company or any of its Subsidiaries, the quality, quantity or condition of the Company or its Subsidiaries’ assets), other than in the case of intentional common law fraud or intentional misconduct related to the representations and warranties set forth in this Agreement. PARENT AND AGREES MERGER SUB HEREBY COVENANT AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN ARTICLE III, AS QUALIFIED BY THE TRANSACTION AGREEMENTSDISCLOSURE SCHEDULES, (X) NONE OF THE UNITSCOMPANY OR OTHER PERSON (INCLUDING ANY STAKEHOLDER, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED AS IS WITHOUT EQUITYHOLDER, MANAGER, MEMBER, OFFICER, DIRECTOR, EMPLOYEE, REPRESENTATIVE OR AGENT THEREOF, WHETHER IN ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE INDIVIDUAL, CORPORATE OR ANY OTHER EXPRESSED CAPACITY) HAS MADE OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES IS MAKING, AND AGREES THAT IT NONE OF THE PARENT OR MERGER SUB HAS RELIED ON OR IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT RELYING ON, ANY REPRESENTATION OTHER REPRESENTATIONS OR WARRANTYWARRANTIES OF ANY KIND WHATSOEVER NOT SET FORTH HEREIN, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, WHATSOEVER BY SELLERSTATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING THE COMPANY OR ANY OF THEIR ITS RESPECTIVE AFFILIATESSUBSIDIARIES, COUNSELTHIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, ADVISORS, CONSULTANTS, AGENTS OTHER THAN IN THE CASE OF INTENTIONAL COMMON LAW FRAUD OR OTHER REPRESENTATIVES, EXCEPT FOR INTENTIONAL MISCONDUCT RELATED TO THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANYTHIS AGREEMENT. (c) In connection with Purchaser’s investigation of the Company, Purchaser has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, from or on behalf of Seller, the Company or their Affiliates, counsel, advisors, consultants, agents or other representatives, certain projections, including projected statements of operating revenues, income from operations, and cash flows (and the business transactions and events underlying such statements) and certain business plan information, projections, presentations, predictions, calculations, estimates and forecasts and other similar data. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans, statements, predictions, presentations, calculations and other similar data, that Purchaser is well aware of such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser nor any of its Affiliates, equityholders, counsel, advisors, consultants, agents or other representatives shall have any claim under any circumstances against Seller or any other Person with respect thereto or arising therefrom. Accordingly, neither Seller nor the Company makes any representations or warranties whatsoever to Purchaser or any other Person with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person shall be entitled to rely on such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereof.

No Additional Representations; Disclaimer. (a) Purchaser Buyer acknowledges and agrees that neither Seller the Company nor any member of its Affiliates, counsel, advisors, consultants, agents or other representativesthe Seller Group, nor any other Person acting on behalf of any member of the Seller Group or any of their respective Affiliates Related Parties (i) has made any representation or representativeswarranty, express or implied, including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose of any of the assets owned by the Company or used in its business, or (ii) has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including the Assetsor its business, the Business and the Assumed Liabilities) in each case except as expressly set forth in the Transaction Agreements this Agreement or as and to the extent required by this Agreement to be set forth in the Company Disclosure Schedule. Purchaser Buyer further agrees that neither Seller, any member of the Seller Group nor any of its Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), other Person will have or be subject to any liability to Purchaser Buyer or any other Person resulting from the distribution to PurchaserBuyer, or PurchaserBuyer’s use of, any such information, or including any information, document or material made available to Purchaser Buyer or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives any Related Party of Buyer in certain “data rooms” and online “data sites,” management presentations, management interviews presentations or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (b) PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS, THE UNITS, THE ASSETS AND THE BUSINESS ARE BEING ACQUIRED AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WHATSOEVER BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, COUNSEL, ADVISORS, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES THAT ARE EXPRESSLY SET FORTH IN THE TRANSACTION AGREEMENTS. PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED AND HOWSOEVER CONVEYED (INCLUDING ANY RELATING TO THE PAST, PRESENT OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY BEFORE OR AFTER THE CLOSING), ARE HEREBY SPECIFICALLY DISCLAIMED FOR ALL PURPOSES BY SELLER AND THE COMPANY. (c) In connection with PurchaserBuyer’s investigation of the Company, Purchaser Buyer has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, received from or on behalf of Seller, the Company or their Affiliates, counsel, advisors, consultants, agents or other representatives, Seller Group certain projections, including projected statements of operating revenues, revenues and income from operationsoperations of the Company for the fiscal year ending September 30, 2009, and cash flows (and the business transactions and events underlying such statements) for subsequent fiscal years and certain business plan information, projections, presentations, predictions, calculations, estimates information for such fiscal year and forecasts and other similar datasucceeding fiscal years. Purchaser Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, projections and other forecasts and plans, statements, predictions, presentations, calculations and other similar data, that Purchaser Buyer is well aware of familiar with such uncertainties, that Purchaser Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, statements, calculations, presentations, predictions projections and other similar data forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, projections and forecasts, plans, statements, calculations, predictions and other similar data), and that neither Purchaser nor any of its Affiliates, equityholders, counsel, advisors, consultants, agents or other representatives Buyer shall have no claim against any claim under any circumstances against member of the Seller or any other Person Group with respect thereto or arising therefromthereto. Accordingly, neither no member of the Seller nor the Company Group makes any representations or warranties whatsoever to Purchaser or any other Person with respect to such estimates, projections, forecasts, plans, statements, calculations, presentations, predictions projections and other similar data forecasts and plans (including the reasonableness of the assumptions underlying such projections, forecasts, plans, statements, calculations, presentations, predictions and other similar data) and no such person shall be entitled to rely on such estimates, projections, projections and forecasts, plans, statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the transactions contemplated by this Agreement or the financing thereof).