Common use of No Additional Representations; Disclaimer Clause in Contracts

No Additional Representations; Disclaimer. (a) Buyer acknowledges and agrees that none of the Company, Seller or any of their respective 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 Buyer is not relying on, any representation or warranty, express or implied (including as to the accuracy or completeness of any information regarding Seller, the Company Entities or their respective businesses, operations or assets), except for the representations and warranties expressly set forth in Article 3 and Article 4 of this Agreement, in the Rollover Agreements or in the Company Closing Certificate. Except in the case of Fraud, Buyer further agrees that no Company Entity or Seller or any of their respective Non-Recourse Parties will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any such information, or any information, document or material made available to Buyer or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in the Data Room, management presentations, management 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 Units or any of the other transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the agreements and covenants of Buyer contained in Section 9.01 and this Section 9.10(a) shall survive the Closing indefinitely. (b) Buyer acknowledges and agrees that, except for the representations and warranties of the Company expressly set forth in Article 3 of this Agreement, the representations and warranties of Seller expressly set forth in Article 4 of this Agreement and the representations and warranties set forth in the Company Closing Certificate, the Purchased Units are being acquired AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. Buyer acknowledges and agrees that it is consummating the purchase and sale of the Purchased Units and the other transactions contemplated by this Agreement without reliance on any representation or warranty, express or implied, whatsoever by the Company, Seller or any of their respective Non- Recourse Parties or any of their counsel, advisors, consultants, agents or other Representatives, except for the representations and warranties of the Company expressly set forth in Article 3 of this Agreement, the representations and warranties of Seller expressly set forth in Article 4 of this Agreement and the representations and warranties set forth in the Company Closing Certificate. (c) In connection with Buyer’s investigation of the Company Entities, Buyer has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, from or on behalf of the Company or 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, estimates and forecasts of the Company Entities and other similar data. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans, projected statements, predictions, presentations and other similar data, that Buyer is aware of such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, projected statements, presentations, predictions and other similar data so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans, projected statements, presentations, predictions and other similar data), and that neither Buyer nor any of its Non-Recourse Parties shall have any claim under any circumstances against Seller, the Company Entities or any of their respective Non-Recourse Parties with respect thereto or arising therefrom. None of Seller, the Company Entities or any of their respective Non-Recourse Parties makes any representations or warranties whatsoever to Buyer or any other Person, with respect to such estimates, projections, forecasts, plans, projected statements, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, projected statements, presentations, predictions and other similar data) and no such Person shall be entitled to rely on such estimates, projections, forecasts, plans, projected statements, presentations, predictions and other similar data for any purpose, including in connection with the purchase and sale of the Purchased Units or any of the other transactions contemplated by this Agreement or the financing thereof. (d) Buyer acknowledges, agrees, represents and warrants that, except as expressly set forth in Section 3.10(c), none of the Company, Seller or any of their respective 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 or is making (including in Article III), and Buyer is not relying on, any representation or warranty, express or implied (including as to the accuracy or completeness of any information), regarding the Mid-State Business, the Mid-State Purchased Assets, the Mid-State Assumed Liabilities, the Mid-State Transaction Documents or any of the transactions contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, the agreements, covenants, representations and warranties of Buyer contained in this Section 9.10(d) shall survive the Closing indefinitely.

No Additional Representations; Disclaimer. (a) Buyer represents, warrants, acknowledges and agrees that none Buyer and its Affiliates have conducted to their satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Blockers and Company Entities, and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer and its Affiliates have relied solely on the representations and warranties of the Company, Seller or the Sellers and the Blockers expressly and specifically set forth in Article 3, Article 4 and Article 5, respectively, and in the certificate delivered to Buyer pursuant to Section 2.02(e)(i). The representations and warranties of the Company, the Sellers and the Blockers expressly and specifically set forth in Article 3, Article 4 and Article 5, respectively, and in the certificate delivered to Buyer pursuant to Section 2.02(e)(i), constitute the sole and exclusive representations, warranties, and statements of any kind of any of their respective Non-Recourse PartiesSeller, nor the Company, the Blockers and/or any other Seller Party or any other Person acting on behalf to Buyer in connection with the transactions contemplated hereby, and Xxxxx understands, acknowledges and agrees that all other express or implied representations, warranties, and statements of any kind or nature expressed or implied are specifically disclaimed by the Company, the Blockers and Sellers (and neither the Blockers, any Company Entity, Seller Party or any other Person makes, or has made, any such representations, warranty, or statement of any kind has been made), and Buyer and its Affiliates are not and have not relied on any such other representation and warranty or statement, or any other information, document or material provided to or made available to the foregoing Persons Buyer Parties or Buyer’s lenders or other financing sources or their respective Affiliates or Representatives, in each case, whether in certain “data rooms,” information memorandum, management presentations or in any other form, including meetings, calls or correspondence with management of any Company Entity, the Blockers or any Seller or their respective Affiliates or Representatives and whether delivered to or made available prior to or after the date hereof. NEITHER ANY SELLER, NOR ANY BLOCKER, NOR ANY COMPANY ENTITY MAKES OR PROVIDES, AND BUYER, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES, HEREBY IRREVOCABLY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF THE ACQUIRED COMPANIES’ ASSETS OR ANY PART THEREOF. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY, SELLERS AND BLOCKERS EXPRESSLY AND SPECIFICALLY SET FORTH IN ARTICLE 3, ARTICLE 4 AND ARTICLE 5, RESPECTIVELY, AND IN THE CERTIFICATE DELIVERED TO BUYER PURSUANT TO SECTION 2.02(e)(i), (X) BUYER IS ACQUIRING THE COMPANY AND BLOCKERS ON AN “AS IS, WHERE IS” BASIS AND (Y) NEITHER ANY SELLER, NOR ANY BLOCKER, NOR THE COMPANY NOR ANY OTHER PERSON (INCLUDING, ANY STOCKHOLDER, MEMBER, OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF ANY OF THE FOREGOING AND ANY OTHER SELLER RELATED PARTY, WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER CAPACITY) IS MAKING OR HAS MADE, AND BUYER IS NOT RELYING ON, ANY REPRESENTATIONS, WARRANTIES, OR OTHER STATEMENTS OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING THE ACQUIRED COMPANIES, 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 BUYER’S REPRESENTATIVES. (b) This Agreement may only be enforced against, and any claim or suit or cause of action based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement or any other agreement or contract entered into in connection herewith (including any representation or warranty made in or in connection with this Agreement or any such other agreement or contract or as an inducement to enter into this Agreement or any such other agreement or contract), whether in contract or in tort, at law or in equity or otherwise, may only be brought against the express named parties to this Agreement or such other agreement or contract, as applicable, and then only with respect to the specific obligations set forth herein or therein with respect to the named parties to this Agreement (in all cases, as limited by the provisions of Section 10.01) or any such other agreement or contract (in all cases, as limited by the provisions set forth therein). No Person who is not an express named party to this Agreement or any such other agreement or contract, as applicable, including any past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of any Company Entity, the Blockers, the Sellers or any of their respective Affiliates or Representatives, has made, and Buyer is not relying on, any representation or warranty, express or implied (including as to the accuracy or completeness of any information regarding Seller, the Company Entities or their respective businesses, operations or assets), except for the representations and warranties expressly set forth in Article 3 and Article 4 of this Agreement, in the Rollover Agreements or in the Company Closing Certificate. Except in the case of Fraud, Buyer further agrees that no Company Entity or Seller or any of their respective “Non-Recourse Parties Parties”), will have or be subject to any liability or indemnification obligation (whether in contract or in tort, at law or in equity, based upon any theory that seeks to impose liability of an entity Party against its owners or Affiliates, or otherwise), including any liability or indemnification obligation (i) to Buyer or any other Person resulting from (nor will Buyer have any claim with respect to) the distribution to Buyer, or Buyer’s use of, any such informationor reliance on, or any information, document documents, projections, forecasts or other material made available to Buyer or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in the Data Room, management presentations, management interviews, the confidential certain “data rooms,” information memorandum, the information provided pursuant to Section 6.01 management presentations or in any other form form, including meetings, calls or correspondence with management of any Company Entity or the Blockers or the Sellers or their respective Affiliates or Representatives and whether delivered to or made available prior to or after the date hereof in expectation of, or anticipation of in connection with, the purchase and sale of the Purchased Units or any of the other transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained , (ii) any claim based on, in this Agreementrespect of, or by reason of, the agreements sale and covenants of Buyer contained in Section 9.01 and this Section 9.10(a) shall survive the Closing indefinitely. (b) Buyer acknowledges and agrees that, except for the representations and warranties purchase of the Company expressly set forth or the Blockers, including any alleged non-disclosure or misrepresentations made by any such Persons, or (iii) for any obligations or liabilities otherwise arising under, in Article 3 of connection with or related to this AgreementAgreement or any other agreement or contract entered into in connection herewith (as the case may be) or for any claim based on, the representations and warranties of Seller expressly set forth in Article 4 respect of, or by reason of this Agreement and or any such other agreement or contract (as the representations and warranties set forth case may be) or the negotiation or execution hereof or thereof, in the Company Closing Certificateeach case, the Purchased Units are being acquired AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. Buyer acknowledges and agrees that it is consummating the purchase and sale regardless of the Purchased Units legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise; and the other transactions contemplated by this Agreement without reliance on each party hereto waives and releases all such liabilities and obligations against any representation or warranty, express or implied, whatsoever by the Company, Seller or any of their respective Non- Recourse Parties or any of their counsel, advisors, consultants, agents or other Representatives, except for the representations and warranties of the Company expressly set forth in Article 3 of this Agreement, the representations and warranties of Seller expressly set forth in Article 4 of this Agreement and the representations and warranties set forth in the Company Closing Certificatesuch Persons. (c) In connection with BuyerXxxxx’s investigation of the Company EntitiesEntities and the Blockers, Buyer has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, from or on behalf of the Company or 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 Blockers (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 the Blockers and other similar data. Buyer acknowledges acknowledges, on behalf of itself and the other Buyer Parties, that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans, projected statements, predictions, presentations presentations, calculations and other similar data, that Buyer is well aware of such uncertainties, that Buyer, on behalf of itself and the other Buyer Parties, is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, projected statements, calculations, presentations, predictions and other similar data so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans, projected statements, calculations, presentations, predictions and other similar data), and that neither Buyer nor any of its Non-Recourse Parties Buyer Party shall have any claim under any circumstances against Seller, the Company Entities or any of their respective Non-Recourse Parties other Seller Party or Person with respect thereto or arising therefrom, other than for Fraud. None Accordingly, none of Sellerthe Company Entities, the Company Entities Blockers or Sellers make any of their respective Non-Recourse Parties makes any representations representation or warranties warranty whatsoever to Buyer or any other Person, with respect to such estimates, projections, forecasts, plans, projected statements, calculations, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, projected statements, calculations, presentations, predictions and other similar data) and no such Person shall be entitled to rely on such estimates, projections, forecasts, plans, projected statements, calculations, presentations, predictions and other similar data for any purpose, including in connection with the purchase and sale of the Purchased Units Securities or any of the other transactions contemplated by this Agreement or the financing thereof. (d) Buyer acknowledges, agrees, represents and warrants that, except as expressly set forth in Section 3.10(c), none of the Company, Seller or any of their respective 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 or is making (including in Article III), and Buyer is not relying on, any representation or warranty, express or implied (including as to the accuracy or completeness of any information), regarding the Mid-State Business, the Mid-State Purchased Assets, the Mid-State Assumed Liabilities, the Mid-State Transaction Documents or any of the transactions contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, the agreements, covenants, representations and warranties of Buyer contained in this Section 9.10(d) shall survive the Closing indefinitely.

No Additional Representations; Disclaimer. 5.9.1 In making its determination to proceed with the transactions set forth in this Agreement, the Purchaser (a) Buyer acknowledges has relied solely on the results of its own independent investigation and agrees that none verification and the representations and warranties of the Company and the Sellers expressly and specifically set forth in Article III and Article IV as qualified by the Company’s and the Sellers’ Disclosure Schedules, Seller and (b) has not relied on the accuracy or any completeness of their respective Non-Recourse Parties, nor any other Person acting on behalf information provided to (or otherwise acquired by) the Purchaser. The representations and warranties of the Company and the Sellers expressly and specifically set forth in Article III and Article IV, as qualified by the Company’s and the Sellers’ Disclosure Schedules, constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind of the foregoing Persons or any of their respective Affiliates or Representatives, has madeCompany and the Sellers in connection with the transactions set forth in this Agreement, and Buyer is not relying onall other representations, warranties, and statements (including by omission) of any representation kind or warranty, nature express or implied (including as in connection with the transactions set forth in this Agreement are specifically disclaimed by the Sellers, including, for the avoidance of doubt, with respect to the accuracy or completeness of any information regarding Seller, the Company Entities or their respective businesses, operations or assets), except for the representations and warranties expressly set forth in Article 3 and Article 4 of this Agreement, in the Rollover Agreements or in the Company Closing Certificate. Except in the case of Fraud, Buyer further agrees that no Company Entity or Seller or any of their respective Non-Recourse Parties will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any such information, or any information, document or material made available to Buyer or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in the Data Room, management presentations, management interviews, the confidential information memorandum, the information provided pursuant to Section 6.01 (or any other form in expectation or anticipation of acquired by) the purchase and sale of the Purchased Units or any of the other transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the agreements and covenants of Buyer contained in Section 9.01 and this Section 9.10(a) shall survive the Closing indefinitelyPurchaser. (b) Buyer acknowledges and agrees that, except 5.9.2 Except for the representations and warranties of the Company and the Sellers expressly and specifically set forth in Article 3 of this AgreementIII and Article IV, the representations and warranties of Seller expressly set forth in Article 4 of this Agreement and the representations and warranties set forth in the Company Closing Certificate, the Purchased Units are being acquired AS IS WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. Buyer acknowledges and agrees that it is consummating the purchase and sale of the Purchased Units and the other transactions contemplated by this Agreement without reliance on any representation or warranty, express or implied, whatsoever as qualified by the Company’s and the Sellers’ Disclosure Schedules, Seller or any of their respective Non- Recourse Parties or any of their counsel, advisors, consultants, agents or other Representatives, except for the representations and warranties none of the Company expressly set forth in Article 3 of this AgreementSellers, the representations and warranties of Seller expressly set forth in Article 4 of this Agreement and the representations and warranties set forth in the Company Closing Certificate. (c) In connection with Buyer’s investigation of the Company Entities, Buyer has received, directly or indirectly, through its Affiliates, counsel, advisors, consultants, agents or other representatives, from or on behalf of the Company or 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, estimates and forecasts of the Company Entities and other similar data. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans, projected statements, predictions, presentations and other similar data, that Buyer is aware of such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans, projected statements, presentations, predictions and other similar data so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans, projected statements, presentations, predictions and other similar data), and that neither Buyer nor any of its Non-Recourse Parties shall have any claim under any circumstances against SellerSellers’ Representative, the Company Entities or any of their respective Non-Recourse Parties with respect thereto or arising therefrom. None of Seller, the Company Entities or any of their respective Non-Recourse Parties makes any representations or warranties whatsoever to Buyer or nor any other Person, with respect to such estimateswhether in any individual, projections, forecasts, plans, projected statements, presentations, predictions and other similar data (including the reasonableness of the assumptions underlying such projections, forecasts, plans, projected statements, presentations, predictions and other similar data) and no such Person shall be entitled to rely on such estimates, projections, forecasts, plans, projected statements, presentations, predictions and other similar data for any purpose, including in connection with the purchase and sale of the Purchased Units corporate or any of the other transactions contemplated by this Agreement or the financing thereof. (d) Buyer acknowledgescapacity, agrees, represents and warrants that, except as expressly set forth in Section 3.10(c), none of the Company, Seller or any of their respective 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 or is making (including in Article III)making, and Buyer the Purchaser is not relying on, any representation representations, warranties, or warrantyother statements (including by omission) of any kind whatsoever, whether oral or written, express or implied (including implied, statutory or otherwise, as to any matter concerning the Sellers or the Company or in this Agreement or the transactions set forth in this Agreement, or the accuracy or completeness of any information), regarding information provided to (or otherwise acquired by) the Mid-State Business, the Mid-State Purchased Assets, the Mid-State Assumed Liabilities, the Mid-State Transaction Documents or any of the transactions contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, the agreements, covenants, representations and warranties of Buyer contained in this Section 9.10(d) shall survive the Closing indefinitelyPurchaser.