Common use of No Additional Representations; No Reliance Clause in Contracts

No Additional Representations; No Reliance. (a) Seller acknowledges and agrees that neither Buyer nor any of its Subsidiaries, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Buyer or other matters that is not specifically included in this Agreement or the Buyer’s Disclosure Letter. Without limiting the generality of the foregoing, neither Buyer nor its Subsidiaries nor any other Person has made a representation or warranty to Seller with respect to, and neither Buyer nor its Subsidiaries nor any other Person, shall be subject to any liability to Seller or any other Person resulting from, Buyer or its representatives making available to Seller, (i) any projections, estimates or budgets related to Buyer or Buyer’s business, or (ii) any materials, documents or information relating to Buyer or Buyer’s business made available to Seller or its counsel, accountants or advisors in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV of this Agreement. In connection with Seller’s investigation of Buyer or Buyer’s business, Buyer has delivered, or made available to Seller and its respective Affiliates, agents and representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Buyer and its Subsidiaries and certain business plan information of Buyer and its business. Seller acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Seller is familiar with such uncertainties, that Seller is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller and its Affiliates, agents and representatives shall have no claim against any Person with respect thereto. Accordingly, Seller acknowledges that neither Buyer nor any of its representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans. (b) In furtherance of the foregoing, Seller acknowledges that it is not relying on any representation or warranty of Buyer other than those representations and warranties specifically set forth in Article IV of this Agreement. Seller acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations and projected operations of Buyer and its business and the nature and condition of its properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article IV and the other terms and conditions set forth in this Agreement.

No Additional Representations; No Reliance. (a) Seller The Purchaser acknowledges and agrees that neither Buyer the Seller nor any of its SubsidiariesAffiliates, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Buyer the Business, the Transferred Assets or other matters that is not specifically included in this Agreement or the Buyer’s Disclosure LetterSchedules. Without limiting the generality of the foregoing, neither Buyer the Seller nor any of its Subsidiaries Affiliates nor any other Person has made a representation or warranty to Seller the Purchaser with respect to, and neither Buyer nor its Subsidiaries the Seller nor any other Person, shall be subject to any liability Liability to Seller the Purchaser or any other Person resulting from, Buyer the Seller or its representatives making available to Sellerthe Purchaser, (i) any projections, estimates or budgets related to Buyer or Buyer’s business, for the Business or (ii) any materials, documents or information relating to Buyer the Seller or Buyer’s business the Business made available to Seller the Purchaser or its counsel, accountants or advisors in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV of this Agreement. In connection with Sellerthe Purchaser’s investigation of Buyer or Buyer’s businessthe Business, Buyer the Seller has delivered, or made available to Seller the Purchaser and its respective Affiliates, agents and representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Buyer the Seller and its Subsidiaries Affiliates relating to the Business and certain business plan information of Buyer and its businessthe Business. Seller The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Seller the Purchaser is familiar with such uncertainties, that Seller the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller the Purchaser and its Affiliates, agents and representatives shall have no claim against any Person with respect thereto. Accordingly, Seller acknowledges that neither Buyer nor any of its representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans. (b) In furtherance Notwithstanding anything contained in this Agreement, it is the explicit intent of the foregoing, parties hereto that the Seller acknowledges that it is not relying on making any representation or warranty of Buyer other than whatsoever, express or implied, beyond those representations and warranties specifically set forth expressly given in Article IV of this Agreement. Seller acknowledges that it has conducted , including any implied warranty or representation as to its satisfaction an independent investigation the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to any of the financial condition, Liabilities, results of operations and projected operations of Buyer and its business and the nature and condition of its properties, assets and businesses Transferred Assets and, except as expressly provided in making the determination Article IV of this Agreement and subject to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in of Article IV and the other terms and conditions set forth in of this Agreement, it is understood that the Purchaser is acquiring the Transferred Assets as is and where is with all faults as of the Closing Date with any and all defects.

No Additional Representations; No Reliance. (a) Seller Purchaser acknowledges and agrees that except for the representations and warranties expressly set forth in Article II and Article III, neither Buyer Seller nor any of its Subsidiaries, Business Group Member nor any other Person, Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, as with respect to Seller, the Transferred Equity Interests, the Business Group, or any matter relating to any of them, including their respective businesses, results of operations, financial condition, cash flows and prospects, or with respect to the accuracy or completeness of any other information regarding Buyer provided or other matters made available to Purchaser, its Affiliates or any of their respective representatives by or on behalf of Seller or any Business Group Member, and that is not specifically included in this Agreement any such representations or the Buyer’s Disclosure Letter. warranties are expressly disclaimed. (b) Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that neither Buyer Seller nor its Subsidiaries any Business Group Member nor any other Person on their behalf has made a or makes, and Purchaser has not relied upon, any representation or warranty to Seller warranty, whether express or implied, with respect toto (i) any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective representatives (“Projections”), including with respect to future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, the Business Group or the business of the Business Group (including the reasonableness of the assumptions underlying any of the foregoing), or (ii) except as expressly set forth in Article II or Article III, and neither Buyer nor its Subsidiaries nor the Seller Disclosure Letter, any other Personinformation relating to Seller, shall the Transferred Equity Interests or the Business Group, or any matter relating to any of them, including any information, documents or materials made available to Purchaser, its Affiliates or any of their respective representatives, whether orally or in writing, in the data room for Project Velocity maintained by Datasite LLC (the “Data Room”), offering memoranda, the “Valvoline Discussion Materials” dated February 2022, management presentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or its Affiliates or in any other form in connection with the Transactions (such information, together with the Projections, “Transaction Materials”), and that any such representations or warranties are expressly disclaimed. (c) Purchaser hereby acknowledges and agrees that none of Seller, the Business Group Members, the Group Companies, their respective Affiliates or any of their respective representatives will have or be subject to any liability to Seller Purchaser, its Affiliates or any of their respective representatives or equityholders or any other Person resulting fromfrom Seller, Buyer any Business Group Member or its representatives any Person on their behalf making available to SellerPurchaser, its Affiliates or their respective representatives, or Purchaser’s, its Affiliates’ or their respective representatives’ or any other Person’s use of, any Transaction Materials, except to the extent such liability arises out of the representations, warranties and other agreements set forth in the Transaction Agreements in accordance with their terms. In particular, Purchaser acknowledges and agrees that (i) any projections, estimates or budgets related to Buyer or Buyer’s business, or (ii) any materials, documents or information relating to Buyer or Buyer’s business made available to Seller or its counsel, accountants or advisors in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV of this Agreement. In connection with Seller’s investigation of Buyer or Buyer’s business, Buyer has delivered, or made available to Seller and its respective Affiliates, agents and representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Buyer and its Subsidiaries and certain business plan information of Buyer and its business. Seller acknowledges that there are uncertainties inherent in attempting to make preparing and making the Projections, (ii) Purchaser is familiar with such projections uncertainties and other forecasts and plans and accordingly (iii) Purchaser is not relying on them, that Seller is familiar with such uncertainties, that Seller the Projections and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller and its Affiliates, agents and representatives shall have no claim against any Person with respect thereto. Accordingly, Seller acknowledges that neither Buyer nor any of its representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plansthe Projections. (bd) In furtherance Purchaser further acknowledges and agrees that no representative of Seller, the foregoingBusiness Group Members or their respective Affiliates has any authority, Seller acknowledges that it is express or implied, to make any representations, warranties, covenants or agreements not relying on any representation or warranty of Buyer other than those representations and warranties specifically set forth in Article IV of this Agreement. Seller acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations and projected operations of Buyer and its business and the nature and condition of its properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article IV and the other terms and conditions set forth in this Agreement. Except as expressly set forth in Article II or Article III, no representation or warranty (express or implied) is made with respect to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to the Transferred Equity Interests or any of the properties or assets of the Business Group Members.

No Additional Representations; No Reliance. (a) Seller Parent acknowledges and agrees that except for the representations and warranties made by Buyer in Article III or in any certificate delivered pursuant to this Agreement, neither Buyer nor any of its Subsidiaries, nor other Person makes any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Buyer or other matters that is not specifically included in this Agreement or the Buyer’s Disclosure Letter. Without limiting the generality of the foregoing, neither Buyer nor its Subsidiaries nor any other Person has made a representation or warranty to Seller with respect to, and neither Buyer nor its Subsidiaries nor any other Person, shall be subject to any liability to Seller or any other Person resulting from, Buyer or its representatives making available to Seller, (i) any projections, estimates or budgets related to Buyer or Buyer’s business, or (ii) any materials, documents or information relating to Buyer or Buyer’s business made available to Seller or its counsel, accountants or advisors in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV of this Agreement. In connection with Seller’s investigation of Buyer or Buyer’s business, Buyer has delivered, or made available to Seller and its respective Affiliates, agents and representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Buyer and its Subsidiaries and certain business plan information of Buyer and its business. Seller acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Seller is familiar with such uncertainties, that Seller is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller and its Affiliates, agents and representatives shall have no claim against any Person with respect thereto. Accordingly, Seller acknowledges that neither Buyer nor any of its representatives, agents or Affiliates, have made any implied representation or warranty with respect to Buyer and its Affiliates and their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects. Neither Buyer nor any other Person will have or be subject to any liability or other obligation to Parent, its Representatives or any Person resulting from the use by Parent or any of its Representatives of any information, unless any such projections information is expressly and specifically included in a representation or warranty contained in Article III or in any certificate delivered pursuant to this Agreement and then only as expressly provided in this Agreement or such certificate. Buyer disclaims any and all other forecasts representations and planswarranties, whether express or implied, and Parent expressly disclaims reliance on any such other representations or warranties. (b) Notwithstanding anything to the contrary contained in this Agreement or the other Transaction Documents, it is the explicit intent of the parties hereto that Buyer is not making any representation or warranty whatsoever, express or implied, beyond those expressly and specifically given in Article III or in any certificate delivered pursuant to this Agreement, including any implied warranty or representation as to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to the capital stock or any of the assets of Buyer, and Parent expressly disclaims reliance on any representation or warranty beyond those expressly and specifically given in Article III or in any certificate delivered pursuant to this Agreement. (c) In furtherance of the foregoing, Seller Parent acknowledges and represents that it is not relying on any representation or warranty of Buyer other than those representations and warranties expressly and specifically set forth in Article IV of III or in any certificate delivered pursuant to this Agreement. Seller Parent acknowledges that it is a sophisticated party and has conducted to its satisfaction an independent investigation of the financial condition, Liabilitiesliabilities, results of operations and projected operations of Buyer Buyer, and its business and the nature and condition of its properties, assets and businesses and, in making the determination to proceed with the transactions contemplated herebyTransactions, has relied solely on the results of its own independent investigation and the representations and warranties expressly and specifically set forth in Article IV and the other terms and conditions set forth III or in any certificate delivered pursuant to this Agreement. (d) Notwithstanding anything herein to the contrary, nothing in this Section 2.25 shall impact, restrain, prohibit or limit any claim in respect of Fraud.

No Additional Representations; No Reliance. (a) Seller Buyer acknowledges and agrees that neither Buyer Seller nor any of its the FH Share Sellers, the FH Asset Sellers nor any of their respective Subsidiaries, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Buyer the Transferred FH Companies, their Closing Subsidiaries, the FH Assets, the Acquired FH Assets, the FH Business or other matters that is not specifically included in this Agreement or the BuyerSeller’s Disclosure Letter. Without limiting the generality of the foregoing, neither Buyer Seller nor its any of the FH Share Sellers, the FH Asset Sellers nor their Subsidiaries nor any other Person has made a representation or warranty to Seller Buyer with respect to, and neither Buyer nor its Subsidiaries Seller nor any other Person, shall be subject to any liability to Seller Buyer or any other Person resulting from, Buyer Seller or its representatives making available to SellerBuyer, (i) any projections, estimates or budgets related to Buyer for the Transferred FH Companies or Buyer’s businessthe FH Business, or (ii) any materials, documents or information relating to Buyer the Transferred FH Companies or Buyer’s business their Closing Subsidiaries, the FH Share Sellers, the FH Asset Sellers or the FH Business made available to Seller Buyer or its counsel, accountants or advisors in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV III of this Agreement. In connection with SellerBuyer’s investigation of Buyer or Buyer’s businessthe FH Business, Buyer Seller has delivered, or made available to Seller Buyer and its respective Affiliates, agents and representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Buyer Seller and its Subsidiaries relating to the FH Business and certain business plan information of the FH Business. Buyer and its business. Seller acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Seller Buyer is familiar with such uncertainties, that Seller Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller Buyer and its Affiliates, agents and representatives shall have no claim against any Person with respect thereto. Accordingly, Seller Buyer acknowledges that neither Buyer Seller nor any FH Share Seller, nor any FH Asset Seller nor any of its their respective representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans. (b) Notwithstanding anything contained in this Agreement, it is the explicit intent of the parties hereto that the Seller, the FH Share Sellers and the FH Asset Sellers are not making any representation or warranty whatsoever, express or implied, beyond those expressly given in Article III of this Agreement, including (except as expressly provided in Article III of this Agreement and subject to the terms and conditions of this Agreement) any implied warranty or representation as to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to any of the FH Assets and, except as expressly provided in Article III of this Agreement and subject to the terms and conditions of this Agreement, it is understood that Buyer is acquiring the Transferred FH Companies and their Closing Subsidiaries as is and where is with all faults as of the Closing Date with any and all defects. (c) In furtherance of the foregoing, Seller Buyer acknowledges that it is not relying on any representation or warranty of Buyer Seller, the FH Asset Sellers or the FH Share Sellers, other than those representations and warranties specifically set forth in Article IV III of this Agreement. Seller Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations and projected operations of Buyer and its business the FH Business and the nature and condition of its properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article IV III and the other terms and conditions set forth in this Agreement.

No Additional Representations; No Reliance. (a) Seller Purchaser acknowledges and agrees that neither Buyer except for the representations and warranties expressly set forth in Article 3 or any other Transaction Agreement, no Seller nor any of its Subsidiaries, Acquired Subsidiary nor any other Person, Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, as with respect to Sellers, the Transferred Equity Interests, or the Acquired Subsidiaries, or any matter relating to any of them, including their respective businesses (including the Business), results of operations, financial condition and prospects, or with respect to the accuracy or completeness of any other information regarding Buyer provided or other matters made available to Purchaser, its Affiliates or any of their respective representatives by or on behalf of any Seller or any Acquired Subsidiary, and that is not specifically included in this Agreement any such representations or the Buyer’s Disclosure Letter. warranties are expressly disclaimed. (b) Without limiting the generality of the foregoing, neither Buyer Purchaser acknowledges and agrees that no Seller nor its Subsidiaries any Acquired Subsidiary nor any other Person on their behalf has made a or makes, and Purchaser has not relied upon, any representation or warranty to Seller warranty, whether express or implied, with respect to, and neither Buyer nor its Subsidiaries nor any other Person, shall be subject to any liability to Seller or any other Person resulting from, Buyer or its representatives making available to Seller, (i) any projections, forecasts, estimates or budgets related made available to Buyer Purchaser, its Affiliates or Buyer’s businessany of their respective representatives (“Projections”), including with respect to future customers, future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Sellers, the Acquired Subsidiaries or the Business (including the reasonableness of the assumptions underlying any of the foregoing), or (ii) any materials, documents or information relating to Buyer or Buyer’s business made available to Seller or its counsel, accountants or advisors in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV of this 3 or any other Transaction Agreement. In connection with Seller’s investigation of Buyer , any other information relating to Sellers, the Transferred Equity Interests, the Business or Buyer’s business, Buyer has deliveredthe Acquired Subsidiaries, or any matter relating to any of them, including any information, documents or materials made available to Seller and Purchaser, its Affiliates or any of their respective Affiliates, agents and representatives, certain projections whether orally or in writing, in any data room, offering memoranda, confidential information memoranda, management presentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or its Affiliates or in any other form in connection with the Transactions, and other forecasts, including but not limited to, projected financial statements, cash flow items that any such representations and other data of Buyer warranties are expressly disclaimed. (c) Purchaser acknowledges and its Subsidiaries and certain business plan information of Buyer and its business. Seller acknowledges agrees that (i) there are uncertainties inherent in attempting to make preparing and making the Projections, (ii) Purchaser is familiar with such projections uncertainties and other forecasts and plans and accordingly (iii) Purchaser is not relying on them, that Seller is familiar with such uncertainties, that Seller the Projections and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller and its Affiliates, agents and representatives shall have no claim against any Person with respect thereto. Accordingly, Seller acknowledges that neither Buyer nor any of its representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plansthe Projections. (bd) In furtherance Purchaser further acknowledges and agrees that no representative of Sellers, the foregoingAcquired Subsidiaries or their respective Affiliates has any authority, Seller acknowledges that it is express or implied, to make any representations, warranties, covenants or agreements not relying on any representation or warranty of Buyer other than those representations and warranties specifically set forth in Article IV of this Agreement. Seller acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations and projected operations of Buyer and its business and the nature and condition of its properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article IV and the other terms and conditions set forth in this Agreement. Except as expressly set forth in Article 3 or any other Transaction Agreement, no representation or warranty (express or implied) is made with respect to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to the Transferred Equity Interests or the Business. (e) Nothing in this Section 4.7 shall limit claims by Purchaser for Fraud.

No Additional Representations; No Reliance. (a) Seller Buyer acknowledges and agrees that neither except for the representations and warranties made by Parent in Article II or in any certificate delivered pursuant to this Agreement, none of Parent, the other Sellers, any Business Company or any other Person makes any other express or implied representation or warranty with respect to Parent, the other Sellers, the Business Companies or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Business Companies or the Business, notwithstanding the delivery or disclosure to Buyer nor or any of its Subsidiaries, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness Representatives of any information regarding Buyer documentation, forecasts or other matters that is not specifically included in this Agreement information with respect to any one or more of the Buyer’s Disclosure Letterforegoing. Without limiting the generality of the foregoing, neither Buyer nor its Subsidiaries nor none of Parent, the other Sellers, the Business Companies or any other Person makes or has made a any express or implied representation or warranty to Seller Buyer or any of its Representatives with respect toto (i) any financial projection, forecast, estimate, budget or prospective information relating to the Business Companies, the Business or their respective properties, assets, liabilities, condition (financial or otherwise) or prospects or (ii) except for the representations and neither warranties made by Parent in Article II, any oral or written information presented to Buyer nor or any of its Subsidiaries nor Representatives in the course of their due diligence investigation of the Business Companies and the Business, the negotiation of this Agreement and the other Transaction Documents or the course of the Transactions. None of Parent, the other Sellers, the Business Companies or any other Person, shall Person will have or be subject to any liability or other obligation to Seller Buyer, its Representatives or any other Person resulting fromfrom the use by Buyer or any of its Representatives of any such information, including information, documents, projections, forecasts or other material made available to Buyer or its representatives making available to Seller, (i) Representatives in any projections, estimates or budgets related to Buyer or Buyer’s business, or (ii) any materials, documents or information relating to Buyer or Buyer’s business made available to Seller or its counsel, accountants or advisors in certain “data rooms,” offering memorandum”, teaser, confidential information memorandum, memorandum or management presentations or otherwisein connection with the Transactions, unless any such information is expressly and specifically included in each case, except as expressly covered by a representation or warranty set forth contained in Article IV II or in any certificate delivered pursuant to this Agreement and then only as expressly provided in this Agreement or such certificate. Parent and each of this Agreement. the other Sellers and the Business Companies disclaim any and all other representations and warranties, whether express or implied, and Buyer expressly disclaims reliance on any such other representations or warranties. (b) In connection with Seller’s the investigation by Buyer of Buyer or Buyer’s businessthe Business, Buyer has Parent, the other Sellers and/or the Business Companies have delivered, or made available to Seller Buyer and its respective Affiliates, agents and representativesRepresentatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Buyer relating to the Business Companies and its Subsidiaries the Business, and certain business plan information of therefor. Buyer and its business. Seller acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Seller Buyer is familiar with such uncertainties, that Seller Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller Buyer and its Affiliates, agents and representatives Representatives shall have no claim against any Person with respect thereto. Accordingly, Seller Buyer acknowledges that neither Buyer nor none of Parent, the other Sellers, the Business Companies or any of its representatives, agents or Affiliates, have their respective Representatives has made any representation or warranty with respect to such projections and other forecasts and plans, and Buyer expressly disclaims reliance on any representation or warranty with respect to such projections or other forecasts or plans. (bc) Notwithstanding anything to the contrary contained in this Agreement or the other Transaction Documents, it is the explicit intent of the parties hereto that none of Parent, the other Sellers or the Business Companies is making any representation or warranty whatsoever, express or implied, beyond those expressly and specifically given in Article II or in any certificate delivered pursuant to this Agreement, including any implied warranty or representation as to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to the capital stock or any of the assets of Parent, the other Sellers or the Business Companies or the Business, and Buyer expressly disclaims reliance on any representation or warranty beyond those expressly and specifically given in Article II or in any certificate delivered pursuant to this Agreement. (d) In furtherance of the foregoing, Seller Buyer acknowledges and represents that it is not relying on any representation or warranty of Buyer Parent, the other Sellers or the Business Companies other than those representations and warranties expressly and specifically set forth in Article IV of II or in any certificate delivered pursuant to this Agreement. Seller Buyer acknowledges that it is a sophisticated purchaser and has conducted to its satisfaction an independent investigation of the financial condition, Liabilitiesliabilities, results of operations and projected operations of Buyer the Business Companies and its business the Business and the nature and condition of its properties, the properties and assets of the Business Companies and businesses the Business and, in making the determination to proceed with the transactions contemplated herebyTransactions, has relied solely on the results of its own independent investigation and the representations and warranties expressly and specifically set forth in Article IV and the other terms and conditions set forth II or in any certificate delivered pursuant to this Agreement. (e) Notwithstanding anything herein to the contrary, nothing in this Section 3.14 shall impact, restrain, prohibit or limit any claim in respect of Fraud.

No Additional Representations; No Reliance. (a) Seller Purchaser acknowledges and agrees that except for the representations and warranties expressly set forth in Article II and Article III, in the Seller Disclosure Letter or in any certificate delivered pursuant hereto, neither Buyer Seller nor any of its Subsidiaries, Group Company nor any other Person, Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, as with respect to Seller, the Shares or the Group Companies, or any matter relating to any of them, including their respective businesses, results of operations, financial condition and prospects, or with respect to the accuracy or completeness of any other information regarding Buyer provided or other matters made available to Purchaser, its Affiliates or any of their respective representatives by or on behalf of Seller or any Group Company, and that is not specifically included in this Agreement any such representations or the Buyer’s Disclosure Letter. warranties are expressly disclaimed. (b) Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that neither Buyer Seller nor its Subsidiaries any Group Company nor any other Person on their behalf has made a or makes, and Purchaser has not relied upon, any representation or warranty to Seller warranty, whether express or implied, with respect to, and neither Buyer nor its Subsidiaries nor any other Person, shall be subject to any liability to Seller or any other Person resulting from, Buyer or its representatives making available to Seller, (i) any projections, forecasts, estimates or budgets related made available to Buyer Purchaser, its Affiliates or Buyer’s businessany of their respective representatives (“Projections”), including with respect to future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, the Group Companies or the business of the Group Companies (including the reasonableness of the assumptions underlying any of the foregoing) as set forth in any such Projections, or (ii) any materials, documents or information relating to Buyer or Buyer’s business made available to Seller or its counsel, accountants or advisors in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV of this Agreement. In connection with II or Article III, in the Seller Disclosure Letter or any certificate delivered pursuant hereto, any other information relating to Seller’s investigation of Buyer , the Shares or Buyer’s business, Buyer has deliveredthe Group Companies, or any matter relating to any of them, including any information, documents or materials made available to Seller and Purchaser, its Affiliates or any of their respective Affiliates, agents and representatives, certain projections and whether orally or in writing, in any data room, offering memoranda, confidential information memoranda, management presentations (formal or informal), functional “breakout” discussions, responses to questions submitted on behalf of Purchaser or its Affiliates or in any other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Buyer and its Subsidiaries and certain business plan information of Buyer and its business. Seller acknowledges that there are uncertainties inherent form in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Seller is familiar connection with such uncertainties, that Seller is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to itTransactions, and that Seller and its Affiliates, agents and representatives shall have no claim against any Person with respect thereto. Accordingly, Seller acknowledges that neither Buyer nor any of its representatives, agents such representations or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and planswarranties are expressly disclaimed. (bc) In furtherance of the foregoing, Seller acknowledges that it is not relying on any representation or warranty of Buyer other than those representations and warranties specifically Except as expressly set forth in Article IV of this Agreement. Seller acknowledges that it has conducted II or Article III, no representation or warranty (express or implied) is made with respect to its satisfaction an independent investigation the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to the Shares or any of the financial condition, Liabilities, results properties or assets of operations and projected operations of Buyer and its business and the nature and condition of its properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article IV and the other terms and conditions set forth in this AgreementGroup Companies.

No Additional Representations; No Reliance. (a) Seller The Purchaser acknowledges and agrees that neither Buyer the Seller nor any of its SubsidiariesAffiliates, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Buyer the Business, the Transferred Assets or other matters that is not specifically included in this Agreement or the Buyer’s Disclosure LetterSchedules. Without limiting the generality of the foregoing, neither Buyer the Seller nor any of its Subsidiaries Affiliates nor any other Person has made a representation or warranty to Seller the Purchaser with respect to, and neither Buyer nor its Subsidiaries the Seller nor any other Person, shall be subject to any liability Liability to Seller the Purchaser or any other Person resulting from, Buyer the Seller or its representatives making available to Sellerthe Purchaser, (i) any projections, estimates or budgets related to Buyer or Buyer’s businessfor the Business, or (ii) any materials, documents or information relating to Buyer the Seller or Buyer’s business the Business made available to Seller the Purchaser or its counsel, accountants or advisors in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV of this Agreement. In connection with Sellerthe Purchaser’s investigation of Buyer or Buyer’s businessthe Business, Buyer the Seller has delivered, or made available to Seller the Purchaser and its respective Affiliates, agents and representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Buyer the Seller and its Subsidiaries Affiliates relating to the Business and certain business plan information of Buyer and its businessthe Business. Seller The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Seller the Purchaser is familiar with such uncertainties, that Seller the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller the Purchaser and its Affiliates, agents and representatives shall have no claim against any Person with respect thereto. Accordingly, Seller acknowledges that neither Buyer nor any of its representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans. (b) In furtherance Notwithstanding anything contained in this Agreement, it is the explicit intent of the foregoing, parties hereto that the Seller acknowledges that it is not relying on making any representation or warranty of Buyer other than whatsoever, express or implied, beyond those representations and warranties specifically set forth expressly given in Article IV of this Agreement. Seller acknowledges that it has conducted , including any implied warranty or representation as to its satisfaction an independent investigation the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to any of the financial condition, Liabilities, results of operations and projected operations of Buyer and its business and the nature and condition of its properties, assets and businesses Transferred Assets and, except as expressly provided in making the determination Article IV of this Agreement and subject to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in of Article IV and the other terms and conditions set forth in of this Agreement, it is understood that the Purchaser is acquiring the Transferred Assets as is and where is with all faults as of the applicable Closing Date with any and all defects.

No Additional Representations; No Reliance. (a) Seller Buyer acknowledges and agrees that neither Buyer Seller nor any of its the FH Share Sellers, the FH Asset Sellers nor any of their respective Subsidiaries, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Buyer the Transferred FH Companies, their Closing Subsidiaries, the FH Assets, the Acquired FH Assets, the FH Business or other matters that is not specifically included in this Agreement or the BuyerSeller’s Disclosure Letter. Without limiting the generality of the foregoing, neither Buyer Seller nor its any of the FH Share Sellers, the FH Asset Sellers nor their Subsidiaries nor any other Person has made a representation or warranty to Seller Buyer with respect to, and neither Buyer nor its Subsidiaries Seller nor any other Person, shall be subject to any liability to Seller Buyer or any other Person resulting from, Buyer Seller or its representatives making available to SellerBuyer, (i) any projections, estimates or budgets related to Buyer for the Transferred FH Companies or Buyer’s businessthe FH Business, or (ii) any materials, documents or information relating to Buyer the Transferred FH Companies or Buyer’s business their Closing Subsidiaries, the FH Share Sellers, the FH Asset Sellers or the FH Business made available to Seller Buyer or its counsel, accountants or advisors in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV III of this Agreement. In connection with SellerBuyer’s investigation of Buyer or Buyer’s businessthe FH Business, Buyer Seller has delivered, or made available to Seller Buyer and its respective Affiliates, agents and representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Buyer Seller and its Subsidiaries relating to the FH Business and certain business plan information of the FH Business. Buyer and its business. Seller acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Seller Buyer is familiar with such uncertainties, that Seller Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller Buyer and its Affiliates, agents and representatives shall have no claim against any Person with respect thereto. Accordingly, Seller Buyer acknowledges that neither Buyer Seller nor any FH Share Seller, nor any FH Asset Seller nor any of its their respective representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans. (b) Notwithstanding anything contained in this Agreement, it is the explicit intent of the parties hereto that the Seller, the FH Share Sellers and the FH Asset Sellers are not making any representation or warranty whatsoever, express or implied, beyond those expressly given in Article III of this Agreement, including (except as expressly provided in Article III of this Agreement and subject to the terms and conditions of this Agreement) any implied warranty or representation as to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to any of the FH Assets and, except as expressly provided in Article III of this Agreement and subject to the terms and conditions of this Agreement, it is understood that Buyer is acquiring the Transferred FH Companies and their Closing Subsidiaries as is and where is with all faults as of the Closing Date with any and all defects. (c) In furtherance of the foregoing, Seller Buyer acknowledges that it is not relying on any representation or warranty of Buyer Seller, the FH Asset Sellers or the FH Share Sellers, other than those representations and warranties specifically set forth in Article IV III of this Agreement. Seller Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations and projected operations of Buyer and its business the FH Business and the nature and condition of its properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article IV III and the other terms and conditions set forth in this Agreement.. 29

No Additional Representations; No Reliance. (a) Seller Buyer acknowledges and agrees that neither Buyer CECity nor any of its Subsidiariesthe Shareholders nor their respective Affiliates, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Buyer CECity, the Business, the Shares or other matters that is are not specifically included in this Agreement or the Buyer’s Disclosure LetterSchedule. Without limiting the generality of the foregoing, neither Buyer CECity nor its Subsidiaries any of the Shareholders nor their respective Affiliates (nor any other Person Person) has made a representation or warranty to Seller Buyer with respect to, and neither Buyer CECity nor its Subsidiaries any of the Shareholders nor their respective Affiliates (nor any other Person, ) shall be subject to to, any liability to Seller Buyer or any other Person resulting from, Buyer CECity, the Shareholders, or its representatives their respective Representatives making available to SellerBuyer, (i) any projections, estimates or budgets related to Buyer or Buyer’s businessfor the Business, or (ii) any materials, documents or information relating to Buyer CECity, the Business, or Buyer’s business the Shares made available to Seller Buyer or its counsel, accountants Affiliate or advisors their respective Representatives in certain “data rooms,” the Data Room or any offering memorandum, confidential information memorandum, management presentations presentation or otherwise, in each case, case except as expressly covered by a representation or warranty set forth in Article ARTICLE III or ARTICLE IV of this Agreement or any certificate delivered to Buyer pursuant to this Agreement. In connection with SellerBuyer’s investigation of Buyer or BuyerCECity and the Business and CECity’s businessassets and properties, Buyer CECity has delivered, or made available to Seller Buyer and its Affiliates and their respective Affiliates, agents and representativesRepresentatives, certain projections and other forecasts, forecasts including but not limited to, projected financial statements, cash flow items and other data of Buyer and its Subsidiaries CECity relating to the Business and certain business plan information of the Business. Buyer and its business. Seller acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Seller Buyer is familiar with such uncertainties, that Seller Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller Buyer and its Affiliates, agents Affiliates and representatives their respective Representatives shall have no claim against any Person with respect thereto. Accordingly, Seller Buyer acknowledges that that, without limiting the generality of Section 10.19, neither Buyer CECity nor any of its representativesthe Shareholders, agents nor any of their respective Representatives or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans. (b) Notwithstanding anything contained in this Agreement, it is the explicit intent of the parties hereto that neither CECity nor any of the Shareholders are making any representation or warranty whatsoever, express or implied, beyond those expressly given in ARTICLE III and ARTICLE IV of this Agreement or in any certificate delivered pursuant to this Agreement, including any implied warranty or representation as to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to any of the CECity assets and, except as expressly provided in ARTICLE III and ARTICLE IV of this Agreement or in any certificate delivered pursuant to this Agreement and subject to the terms and conditions of ARTICLE III and ARTICLE IV of this Agreement, it is understood that in connection with its acquisition of the Shares upon the consummation of the transactions contemplated hereby, Buyer will acquire the assets and properties of CECity as is and where is with all faults as of the Closing Date with any and all defects. (c) In furtherance of the foregoing, Seller Buyer acknowledges that it is not relying on any representation or warranty of Buyer CECity or the Shareholders or any of their respective Representatives, other than those representations and warranties specifically set forth in Article ARTICLE III and ARTICLE IV of this Agreement or in any certificate delivered pursuant to this Agreement. Seller Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations and projected operations of Buyer and its business the Business and the nature and condition of its CECity’s properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article ARTICLE III and ARTICLE IV and the other terms and conditions set forth or in any certificate delivered pursuant to this Agreementagreement.

No Additional Representations; No Reliance. (a) Seller acknowledges Except as specifically provided herein, the Sellers acknowledge and agrees agree that neither Buyer nor any of its Subsidiariesthe Parent, the Purchaser or their respective Affiliates, nor any other Person, has have made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Buyer the Parent or Purchaser or other matters that is not specifically included in this Agreement or the Buyer’s Disclosure LetterAgreement. Without limiting the generality of the foregoing, neither Buyer nor its Subsidiaries the Parent, the Purchaser or their respective Affiliates, nor any other Person has made a representation or warranty to Seller the Sellers with respect to, and neither Buyer nor its Subsidiaries the Parent, the Purchaser or their respective Affiliates, nor any other Person, shall be subject to any liability to Seller the Sellers or any other Person resulting from, Buyer the Parent, Purchaser or its their respective representatives making available to Sellerthe Sellers, (i) any projections, estimates or budgets related to Buyer or Buyerthe Parent’s business, or (ii) any materials, documents or information relating to Buyer or Buyerthe Parent’s business made available to Seller the Sellers or its their counsel, accountants or advisors in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV of this Agreement. In connection with Seller’s the Sellers’ investigation of Buyer or Buyerthe Parent and the Parent’s business, Buyer the Parent has delivered, or made available to Seller the Sellers and its their respective Affiliates, agents and representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Buyer the Parent and its Subsidiaries and certain business plan information of Buyer the Parent and its business. Seller acknowledges The Sellers acknowledge that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Seller is the Sellers are familiar with such uncertainties, that Seller is the Sellers are taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller the Sellers and its their respective Affiliates, agents and representatives shall have no claim against any Person with respect thereto. Accordingly, Seller acknowledges the Sellers acknowledge that neither Buyer the Parent nor any of its representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans. (b) In furtherance of the foregoing, Seller acknowledges the Sellers acknowledge that it is not relying on any representation or warranty of Buyer the Purchaser other than those representations and warranties specifically set forth in Article IV of this Agreement. Seller acknowledges The Sellers acknowledge that it has they have conducted to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations and projected operations of Buyer the Parent and its business and the nature and condition of its properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article IV and the other terms and conditions set forth in this Agreement.

No Additional Representations; No Reliance. (a) Seller Purchaser acknowledges and agrees that neither Buyer Seller nor any of its Subsidiariesthe Company, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Buyer the Shares or the business of the Company and the Company Subsidiary or other matters that is not specifically included in this Agreement or the Buyer’s Seller Disclosure LetterSchedule. Without limiting the generality of the foregoing, neither Buyer Seller nor its Subsidiaries the Company nor any other Person has made a representation or warranty to Seller Purchaser with respect to, and neither Buyer nor its Subsidiaries Seller nor any other Person, Person shall be subject to any liability to Seller Purchaser or any other Person resulting from, Buyer Seller or its representatives the Company making available to Seller, Purchaser (i) any projections, estimates or budgets related to Buyer or Buyer’s business, for the business of the Company and the Company Subsidiary or (ii) any materials, documents or information relating to Buyer Seller, the Company, the Company Subsidiary or Buyer’s the business of the Company and the Company Subsidiary made available to Seller Purchaser or its counsel, accountants or advisors in certain “"data rooms,” ", offering memorandummemoranda, confidential information memorandummemoranda, management presentations presentations, discussions or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV II or III or Section 5.04 of this Agreement. . (b) In connection with Seller’s Purchaser's investigation of Buyer or Buyer’s businessthe business of the Company and the Company Subsidiary, Buyer Seller has delivered, or made available to Seller Purchaser and its respective Affiliatesaffiliates, agents and representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Buyer Seller and its Subsidiaries the Company relating to the business of the Company and the Company Subsidiary and certain business plan information of Buyer and its such business. Seller Purchaser acknowledges that (i) there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on themthem and (ii) none of Seller, that Seller is familiar with such uncertainties, that Seller is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller and its Affiliates, agents and representatives shall have no claim against any Person with respect thereto. Accordingly, Seller acknowledges that neither Buyer nor Company or any of its their respective representatives, agents or Affiliates, have affiliates has made any representation or warranty with respect to such projections and other forecasts forecast and plans. (bc) Notwithstanding anything contained in this Agreement, it is the explicit intent of the parties hereto that neither Seller nor the Company is making any representation or warranty whatsoever, express or implied, beyond those expressly given in Articles II and III and Section 5.04 of this Agreement, including any implied warranty or representation as to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to the Shares or any of the assets of the business of the Company and the Company Subsidiary. In furtherance of the foregoing, Seller Purchaser acknowledges that it is not relying on any representation or warranty of Buyer Seller or the Company, other than those representations and warranties specifically set forth in Article IV Articles II and III and Section 5.04 of this Agreement. Seller acknowledges that . (d) Notwithstanding anything contained in this Agreement, Purchaser has not made, and it has conducted shall not be deemed to its satisfaction an independent investigation of have made, any representation or warranty in connection with this Agreement or the financial condition, Liabilities, results of operations and projected operations of Buyer and its business and the nature and condition of its properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth Transactions other than as expressly made by Purchaser in Article IV and the other terms and conditions set forth in Section 5.04 of this Agreement.

No Additional Representations; No Reliance. (a) Seller Buyer acknowledges and agrees that neither Buyer DuPont nor any of its the Sellers or their Subsidiaries, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Buyer the Transferred DPC Companies, their Subsidiaries, the DPC Assets, the Joint Ventures, the DPC Business or other matters that is not except as specifically included in this Agreement or Agreement, the BuyerSeller’s Disclosure LetterSchedule or any Related Agreement (collectively, such representations expressly contained herein and therein, the “Seller Representations”). Without limiting the generality of the foregoing, except as expressly covered by a Seller Representation, neither Buyer DuPont nor its any of the Sellers or their Subsidiaries nor any other Person has made a representation or warranty to Seller Buyer with respect to, and neither Buyer nor its Subsidiaries DuPont nor any other Person, shall be subject to any liability to Seller Buyer or any other Person resulting from, Buyer DuPont or its representatives making available to SellerBuyer, (i) any projections, estimates or budgets related to Buyer for the Transferred DPC Companies or Buyer’s businessthe DPC Business, or (ii) any materials, documents or information relating to Buyer the Transferred DPC Companies or Buyer’s business their Subsidiaries, the Joint Ventures, the Sellers or the DPC Business made available to Seller Buyer or its counsel, accountants or advisors in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV of this Agreement. In connection with SellerBuyer’s investigation of Buyer or Buyer’s businessthe DPC Business, Buyer DuPont has delivered, or made available to Seller Buyer and its respective Affiliates, agents and representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Buyer DuPont and its Subsidiaries relating to the DPC Business and certain business plan information of the DPC Business. Buyer and its business. Seller acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Seller Buyer is familiar with such uncertainties, that Seller Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller Buyer and its Affiliates, agents and representatives shall have no claim against any Person with respect thereto. Accordingly, Seller Buyer acknowledges that that, without limiting the generality of Section 3.20, neither Buyer DuPont nor any Seller, nor any of its their respective representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans. (b) Notwithstanding anything contained in this Agreement, it is the explicit intent of the parties hereto that the Sellers are not making any representation or warranty whatsoever, express or implied, beyond those expressly given in the Seller Representations, including any implied warranty or representation as to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to any of the DPC Assets and, except as expressly provided in the Seller Representations and subject to the Seller Representations and the Related Agreements, it is understood that Buyer is acquiring the Transferred DPC Companies and their Subsidiaries and the Transferred DPC Joint Venture Interests as is and where is with all faults as of the Closing Date with any and all defects. (c) In furtherance of the foregoing, Seller Buyer acknowledges that it is not relying on any representation or warranty of Buyer DuPont or the Sellers, other than those representations and warranties specifically set forth in Article IV of this Agreementthe Seller Representations. Seller Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations and projected operations of Buyer and its business the DPC Business and the nature and condition of its properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article IV and the other terms and conditions set forth in this AgreementSeller Representations.

No Additional Representations; No Reliance. (a) Seller Purchaser acknowledges and agrees that neither Buyer nor except for the representations and warranties in Article II and Article III (including the related portions of the Disclosure Letter) or any Ancillary Document, it is the intent of its Subsidiariesthe parties that none of Seller, nor the Company or any other Personperson makes, has made and Purchaser is not relying upon, any other express or implied representation or warranty, express or implied, as warranty with respect to the accuracy Business, Seller, the Company or completeness of its businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding Buyer or other matters that is not specifically included in this Agreement the Business, Seller or the Buyer’s Disclosure LetterCompany. Without In particular, and without limiting the generality of the foregoing, neither Buyer nor its Subsidiaries nor except for the representations and warranties made by Seller or the Company in Article II or Article III (including the related portions of the Disclosure Letter) or any Ancillary Document, none of Seller, the Company or any other Person person makes or has made a any express or implied representation or warranty to Seller Purchaser or any of its representatives with respect toto (a) any financial projection, forecast, estimate, budget or prospect information relating to the Business or (b) except for the representations and neither Buyer nor warranties made by Seller or the Company in this Agreement or any certificate or other document delivered in connection with the transactions contemplated by this Agreement, including any Ancillary Document, any oral or written information presented to Purchaser or any of its Subsidiaries nor affiliates or representatives in the course of their due diligence investigation of Seller, the Company or the Business, the negotiation of this Agreement and the Ancillary Documents or the course of the Transactions. Subject to the terms of this Agreement and the Ancillary Documents, none of Seller, the Company or any other Person, shall person will have or be subject to any liability or other obligation to Seller any other person, its affiliates, representatives or any other Person person resulting fromfrom the sale of the Shares to Purchaser, Buyer the consummation of the Transactions or Purchaser’s use of, or the use by any of its affiliates or representatives making available to Sellerof any such information, (i) any including information, documents, projections, estimates forecasts or budgets related to Buyer or Buyer’s business, or (ii) any materials, documents or information relating to Buyer or Buyer’s business other material made available to Seller Purchaser, its affiliates or its counsel, accountants or advisors representatives in certain any “data rooms,” offering memorandumteaser, confidential information memorandum, memorandum or management presentations or otherwisein connection with the Transactions, unless any such information is included in each case, except as expressly covered by a representation or warranty set forth contained in Article IV of this Agreement. In connection with Seller’s investigation of Buyer II or Buyer’s business, Buyer has delivered, or made available to Seller and its respective Affiliates, agents and representatives, certain projections and other forecasts, Article III (including but not limited to, projected financial statements, cash flow items and other data of Buyer and its Subsidiaries and certain business plan information of Buyer and its business. Seller acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Seller is familiar with such uncertainties, that Seller is taking full responsibility for making its own evaluation the related portions of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller and its Affiliates, agents and representatives shall have no claim against Disclosure Letter) or any Person with respect thereto. Accordingly, Seller acknowledges that neither Buyer nor any of its representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans. (b) In furtherance of the foregoing, Seller acknowledges that it is not relying on any representation or warranty of Buyer other than those representations and warranties specifically set forth in Ancillary Document Article IV of this Agreement. Seller acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations and projected operations of Buyer and its business and the nature and condition of its properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article IV and the other terms and conditions set forth in this Agreement.V COVENANTS RELATING TO CONDUCT OF BUSINESS

No Additional Representations; No Reliance. (a) Seller Buyer acknowledges and agrees that neither Buyer TDY nor any of its ATI nor their respective Affiliates (including the Transferred Subsidiaries), nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Buyer the Tungsten Materials Assets, the Tungsten Materials Business, the Transferred Subsidiaries, the Shares or other matters that is are not specifically included in this Agreement or the BuyerSeller’s Disclosure LetterSchedule. Without limiting the generality of the foregoing, neither Buyer TDY nor its Subsidiaries ATI nor their respective Affiliates (including the Transferred Subsidiaries) nor any other Person has made a representation or warranty to Seller Buyer with respect to, and neither Buyer TDY nor its Subsidiaries ATI nor their respective Affiliates nor any other Person, shall be subject to any liability (except with respect to Seller claims based on fraud or intentional misrepresentation) to Buyer or any other Person resulting from, Buyer TDY, ATI or its representatives their respective Representatives making available to SellerBuyer, (i) any projections, estimates or budgets related to Buyer for the Tungsten Materials Business or Buyer’s businessthe Transferred Subsidiaries, or (ii) any materials, documents or information relating to Buyer TDY, the Tungsten Materials Assets, the Tungsten Materials Business, the Shares or Buyer’s business the Transferred Subsidiaries made available to Seller Buyer or its counsel, accountants or advisors in certain “data rooms,” the Data Room or any offering memorandum, confidential information memorandum, management presentations presentation or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV ARTICLE III of this Agreement. In connection with SellerBuyer’s investigation of Buyer or Buyer’s businessthe Tungsten Materials Assets, Buyer the Tungsten Materials Business and the Transferred Subsidiaries, TDY has delivered, or made available to Seller Buyer and its respective Affiliates, agents Affiliates and representativesRepresentatives, certain projections and other forecasts, forecasts including but not limited to, projected financial statements, cash flow items and other data of Buyer ATI and its Subsidiaries relating to the Tungsten Materials Business and the Transferred Subsidiaries and certain business plan information of Buyer and its business. Seller acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Seller is familiar with such uncertainties, that Seller is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller and its Affiliates, agents and representatives shall have no claim against any Person with respect thereto. Accordingly, Seller acknowledges that neither Buyer nor any of its representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans. (b) In furtherance of the foregoing, Seller acknowledges that it is not relying on any representation or warranty of Buyer other than those representations and warranties specifically set forth in Article IV of this Agreement. Seller acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations and projected operations of Buyer and its business and the nature and condition of its properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article IV and the other terms and conditions set forth in this Agreement.Tungsten Materials

No Additional Representations; No Reliance. (a) Seller acknowledges Except for the representations and agrees that neither Buyer nor warranties made by Parent in this ARTICLE IV and in any of its Subsidiaries, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Buyer certificates or other matters that is not specifically included in documents delivered pursuant to this Agreement or the Buyer’s Disclosure Letter. Without limiting the generality of the foregoingAgreement, neither Buyer nor its Subsidiaries Parent nor any other Person has made a representation makes any express or warranty to Seller with respect to, and neither Buyer nor its Subsidiaries nor any other Person, shall be subject to any liability to Seller or any other Person resulting from, Buyer or its representatives making available to Seller, (i) any projections, estimates or budgets related to Buyer or Buyer’s business, or (ii) any materials, documents or information relating to Buyer or Buyer’s business made available to Seller or its counsel, accountants or advisors in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV of this Agreement. In connection with Seller’s investigation of Buyer or Buyer’s business, Buyer has delivered, or made available to Seller and its respective Affiliates, agents and representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Buyer and its Subsidiaries and certain business plan information of Buyer and its business. Seller acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Seller is familiar with such uncertainties, that Seller is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller and its Affiliates, agents and representatives shall have no claim against any Person with respect thereto. Accordingly, Seller acknowledges that neither Buyer nor any of its representatives, agents or Affiliates, have made any implied representation or warranty with respect to such projections and other forecasts and plans. Parent or Merger Sub or their respective businesses, operations, assets, liabilities, conditions (bfinancial or otherwise) In furtherance of the foregoing, Seller acknowledges that it is not relying on any representation or warranty of Buyer other than those representations and warranties specifically set forth prospects in Article IV of connection with this Agreement. Seller acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations and projected operations of Buyer and its business and the nature and condition of its properties, assets and businesses and, in making the determination to proceed with Agreement or the transactions contemplated hereby, has relied solely on the results of its own independent investigation and Parent hereby disclaims any such other representations or warranties. Further, Parent and Merger Sub acknowledge and agree that, except for the representations and warranties set forth made by the Company in Article IV ARTICLE III, neither the Company nor any other Person has made, and none of Parent, Merger Sub or any other Person has relied on, any express or implied representation or warranty with respect to the other terms and Company or its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions set forth (financial or otherwise) or prospects in connection with this Agreement or the transactions contemplated hereby, or with respect to any financial projection, forecast, estimate, budget or prospect information relating to the Company, any of its Subsidiaries or their respective businesses, or any oral or written information presented to Parent, Merger Sub or any of their Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding the foregoing, nothing in this AgreementSection 4.10 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express representations and warranties made by Parent and Merger Sub in this ARTICLE IV.

No Additional Representations; No Reliance. (a) Seller Buyer acknowledges and agrees that neither Buyer APD nor any of its the Sellers or their Subsidiaries, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Buyer the Transferred PMD Companies, their Subsidiaries, the PMD Assets, the PMD Business or other matters that is not specifically included in Article III of this Agreement or the Buyeras modified by Seller’s Disclosure LetterSchedule. Without limiting the generality of the foregoing, neither Buyer APD nor its any of the Sellers or their Subsidiaries nor any other Person has made a representation or warranty to Seller Buyer with respect to, and neither Buyer nor its Subsidiaries APD nor any other Person, shall be subject to any liability to Seller Buyer or any other Person resulting from, Buyer APD or its representatives making available to SellerBuyer, (i) any projections, estimates or budgets related to Buyer for the Transferred PMD Companies or Buyer’s businessthe PMD Business, or (ii) any materials, documents or information relating to Buyer the Transferred PMD Companies or Buyer’s business their Subsidiaries, the Sellers or the PMD Business made available to Seller Buyer or its counsel, accountants or advisors in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV III of this Agreement. In connection with Seller’s investigation of Buyer or Buyer’s business, Buyer has delivered, or made available to Seller and its respective Affiliates, agents and representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Buyer and its Subsidiaries and certain business plan information of Buyer and its business. Seller acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Seller is familiar with such uncertainties, that Seller is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller and its Affiliates, agents and representatives shall have no claim against any Person with respect thereto. Accordingly, Seller acknowledges that neither Buyer nor any of its representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans. (b) In furtherance of the foregoing, Seller acknowledges that it is not relying on any representation or warranty of Buyer APD or the Sellers, other than those representations and warranties specifically set forth in Article IV III of this AgreementAgreement as modified by Seller’s Disclosure Schedule. Seller Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations and projected operations of Buyer and its business the PMD Business and the nature and condition of its properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article IV and the other terms and conditions set forth in III of this AgreementAgreement as modified by Seller’s Disclosure Schedule.

No Additional Representations; No Reliance. (a) Seller Buyer acknowledges and agrees that neither Buyer none of the Retained Companies nor any of its Subsidiariestheir respective Representatives, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Buyer the Group Companies, the Group Company Interests, the Business, the Transferred Assets, the Transferred Liabilities or other matters that is are not specifically included in Article III of this Agreement (subject to the Disclosure Schedules) or in the express representations and warranties made by Seller or the Buyer’s Disclosure LetterGroup Companies in any other Transaction Document. Without limiting the generality of the foregoing, neither Buyer none of the Retained Companies nor its Subsidiaries any of their respective Representatives, nor any other Person Person, has made a representation or warranty to Seller Buyer with respect to, and neither Buyer nor its Subsidiaries Seller nor any other Person, Person shall be subject to any liability Liability to Seller Buyer or any other Person resulting from, Buyer Seller or its representatives Representatives making available to SellerBuyer, (i) any projections, estimates or budgets related to Buyer or Buyer’s business, for the Business or (ii) any materials, documents or information relating to Buyer Seller, the Group Companies, the Transferred Assets, the Transferred Liabilities or Buyer’s business the Business made available to Seller Buyer or its counsel, accountants or advisors Representatives in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV III of this AgreementAgreement or in any other Transaction Document. In connection with SellerBuyer’s investigation of Buyer or Buyer’s businessthe Business, Buyer Seller has delivered, or made available to Seller Buyer and its respective Affiliates, agents Affiliates and representativesRepresentatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Buyer Seller and its Subsidiaries relating to the Business and certain business plan information of the Business. Buyer and its business. Seller acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Seller Buyer is familiar with such uncertainties, that Seller Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller Buyer and its Affiliates, agents Affiliates and representatives Representatives shall have no claim against the Retained Companies or any other Person with respect thereto, except, in each case, to the extent covered by a representation and warranty set forth in Article III of this Agreement. Accordingly, Seller Buyer acknowledges that neither Buyer that, without limiting the generality of Section 3.28, none of the Retained Companies nor any of its representatives, agents or Affiliates, their respective Representatives have made any representation or warranty with respect to such projections and other forecasts and plans. (b) In furtherance of the foregoing, Seller acknowledges that it is not relying on any representation or warranty of Buyer other than those representations and warranties specifically set forth in Article IV of this Agreement. Seller acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations and projected operations of Buyer and its business and the nature and condition of its properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article IV and the other terms and conditions set forth in this Agreement.

No Additional Representations; No Reliance. (a) Seller Buyer acknowledges and agrees that neither Buyer none of the Retained Companies nor any of its Subsidiariestheir respective Representatives, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Buyer the Group Companies, the Group Company Interests, the Business, the Transferred Assets, the Transferred Liabilities or other matters that is are not specifically included in Article III of this Agreement (subject to the Disclosure Schedules) or in the express representations and warranties made by Seller or the Buyer’s Disclosure LetterGroup Companies in any other Transaction Document. Without limiting the generality of the foregoing, neither Buyer none of the Retained Companies nor its Subsidiaries any of their respective Representatives, nor any other Person Person, has made a representation or warranty to Seller Buyer with respect to, and neither Buyer nor its Subsidiaries Seller nor any other Person, Person shall be subject to any liability Liability to Seller Buyer or any other Person resulting from, Buyer Seller or its representatives Representatives making available to SellerBuyer, (i) any projections, estimates or budgets related to Buyer or Buyer’s business, for the Business or (ii) any materials, documents or information relating to Buyer Seller, the Group Companies, the Transferred Assets, the Transferred Liabilities or Buyer’s business the Business made available to Seller Buyer or its counsel, accountants or advisors Representatives in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV III of this AgreementAgreement or in any other Transaction Document. In connection with SellerBuyer’s investigation of Buyer or Buyer’s businessthe Business, Buyer Seller has delivered, or made available to Seller Buyer and its respective Affiliates, agents Affiliates and representativesRepresentatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Buyer Seller and its Subsidiaries relating to the Business and certain business plan information of the Business. Buyer and its business. Seller acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Seller Buyer is familiar with such uncertainties, that Seller Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller Buyer and its Affiliates, agents Affiliates and representatives Representatives shall have no claim against the Retained Companies or any other Person with respect thereto, except, in each case, to the extent covered by a representation and warranty set forth in Article III of this Agreement. Accordingly, Seller Buyer acknowledges that neither Buyer that, without limiting the generality of Section 3.28, none of the Retained Companies nor any of its representatives, agents or Affiliates, their respective Representatives have made any representation or warranty with respect to such projections and other forecasts and plans. (b) Notwithstanding anything contained in this Agreement, it is the explicit intent of the Parties that none of the Retained Companies nor any of their respective Representatives are making any representation or warranty whatsoever, express or implied, beyond those expressly given in Article III of this Agreement or in any other Transaction Document, including any implied warranty or representation as to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to any of the assets of the Group Companies and, except as expressly provided in Article III of this Agreement or as expressly provided in a representation or warranty contained in a Transaction Document, and subject to the terms and conditions of Article III of this Agreement and the other Transaction Documents, it is understood that Buyer is acquiring the Group Companies as is and where is with any and all faults and defects as of the Closing Date. (c) In furtherance of the foregoing, Seller Buyer acknowledges that it is not relying on any representation or warranty of Buyer the Retained Companies or any of their respective Representatives, other than those representations and warranties specifically set forth in Article IV III of this AgreementAgreement or in any other Transaction Document. Seller Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations and projected operations of Buyer the Business and its business the Group Companies and the nature and condition of its their properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article IV III and in the other terms and conditions set forth in this AgreementTransaction Documents.

No Additional Representations; No Reliance. (a) Seller Each of Parent and Merger Sub acknowledges and agrees that except for the representations and warranties made by the Company in Article IV, neither Buyer nor any of its Subsidiaries, the Company nor any other Person, has made Person makes any other express or implied representation or warranty, express or implied, as warranty with respect to the accuracy Company, the Company Subsidiaries or completeness their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company or the Company Subsidiaries, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Representatives of any information regarding Buyer documentation, forecasts or other matters that is not specifically included in this Agreement information with respect to any one or more of the Buyer’s Disclosure Letterforegoing. Without Each of Parent and Merger Sub acknowledges and agrees that, without limiting the generality of the foregoing, neither Buyer the Company nor its any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, the Company Subsidiaries or their respective businesses or (b) except for the representations and warranties made by the Company in Article IV, any oral or written information presented to Parent, Merger Sub or any of their respective Representatives in the course of their due diligence investigation of the Company and any Company Subsidiary, the negotiation of this Agreement or the course of the Transaction. Each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub, any of their respective Affiliates or Representatives or any Person resulting from the consummation of the Transaction or the use by Parent, Merger Sub or any of their respective Affiliates or Representatives of any such information, including information, documents, projections, forecasts or other material made available to Parent, Merger Sub or any of their respective Affiliates or Representatives in the Confidential Information Memorandum, any “data rooms”, teaser, confidential information or management presentations in connection with the Transaction, unless any such information is expressly and specifically included in a representation or warranty contained in Article IV; provided, however, that the limitation in this sentence shall not limit the liability of any Company Affiliate arising as a result of Acquired Company Fraud. In addition to the foregoing, each of Parent and Merger Sub acknowledges and agrees that (x) neither the Company nor any other Person has made a any express or implied representation or warranty to Seller with respect toto the environmental condition of, compliance with Environmental Laws of, or the presence of Hazardous Substances on or along, the Lac Megantic Tracks, and neither Buyer nor its Subsidiaries nor any other Person(y) Parent and Merger Sub shall accept the Lac Megantic Tracks “as is, shall be subject to any liability to Seller or any other Person resulting from, Buyer or its representatives making available to Seller, where-is” and with all faults and defects in their present condition. (ib) any projections, estimates or budgets related to Buyer or Buyer’s business, or (ii) any materials, documents or information relating to Buyer or Buyer’s business made available to Seller or its counsel, accountants or advisors in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwiseEach of Parent and Merger Sub acknowledges and agrees that, in each case, except as expressly covered by a representation or warranty set forth in Article IV of this Agreement. In connection with SellerParent’s and Merger Sub’s investigation of Buyer or Buyer’s businessthe business of the Company and any Company Subsidiary, Buyer the Company has delivered, or made available to Seller Parent, Merger Sub and its their respective Affiliates, agents Affiliates and representativesRepresentatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data relating to the business of Buyer the Company and its Subsidiaries any Company Subsidiary and certain business plan information of Buyer and its such business. Seller Each of Parent and Merger Sub acknowledges and agrees that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is are not relying on them, that Seller is Parent and Merger Sub are familiar with such uncertainties, that Seller is Parent and Merger Sub are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to itthem, and that Seller Parent, Merger Sub and its Affiliates, agents their respective Affiliates and representatives Representatives shall have no claim against any Person with respect thereto; provided, however, that the limitation in this sentence shall not limit the liability of any Company Affiliate arising as a result of Acquired Company Fraud. Accordingly, Seller each of Parent and Merger Sub acknowledges and agrees that neither Buyer nor none of the Company or the Company Subsidiaries or any of its representativestheir respective Representatives, agents or Affiliates, have Affiliates has made any representation or warranty with respect to such projections and other forecasts and plans. (bc) Each of Parent and Merger Sub acknowledges and agrees that the obligation of Parent and Merger Sub to consummate the Transaction is not conditioned by, or contingent upon, obtaining the CTA Approval and/or the TC Approval. (d) Notwithstanding anything contained in this Agreement, each of Parent and Merger Sub acknowledges and agrees that it is the explicit intent of the parties hereto that none of the Company or the Company Subsidiaries is making any representation or warranty whatsoever, express or implied, beyond those expressly given in Article IV, including any implied warranty or representation as to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose with respect to any of the assets of the business of the Company or the Company Subsidiaries. (e) In furtherance of the foregoing, Seller each of Parent and Merger Sub acknowledges and agrees that it is not relying on any representation or warranty of Buyer the Company or the Company Subsidiaries, other than those representations and warranties specifically set forth in Article IV IV. Each of this Agreement. Seller Parent and Merger Sub acknowledges that and agrees it has conducted to its satisfaction an independent investigation of the financial condition, Liabilitiesliabilities, results of operations and projected operations of Buyer the business of the Company and its business any Company Subsidiary and the nature and condition of its their properties, assets and businesses and, in making the determination to proceed with the transactions contemplated herebyTransaction, and that it has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article IV and the other terms and conditions set forth in this AgreementIV.

No Additional Representations; No Reliance. (a) Seller Buyer acknowledges and agrees that neither Buyer Seller nor any of its Subsidiariesequityholders, Affiliates or Representatives, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Buyer the Precoat Subsidiaries, the Precoat Business or other matters that is are not specifically included in Article III of this Agreement (as qualified by the related Schedules) or the Buyer’s Disclosure Lettercertificate delivered pursuant to Section 8.02(c). Without limiting the generality of the foregoing, neither Buyer Seller nor any of its Subsidiaries equityholders, Affiliates or Representatives, nor any other Person Person, has made a representation or warranty to Seller Buyer with respect to, and neither Buyer nor its Subsidiaries Seller nor any other Person, Person shall be subject to any liability Liability to Seller Buyer or any other Person resulting from, Buyer Seller or its representatives Representatives making available to SellerBuyer, (i) any projections, estimates or budgets related to Buyer or Buyer’s business, for the Precoat Business or (ii) any materials, documents or information relating to Buyer the Precoat Subsidiaries or Buyer’s business the Precoat Business made available to Seller Buyer or its counsel, accountants or advisors Representatives in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations presentations, due diligence discussions or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV III of this AgreementAgreement (as qualified by the related Schedules) or the certificate delivered pursuant to Section 8.02(c). In connection with SellerBuyer’s investigation of Buyer or Buyer’s businessthe Precoat Business, Buyer Seller has delivered, or made available to Seller Buyer and its respective Affiliates, agents Affiliates and representativesRepresentatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Buyer Seller and its Subsidiaries relating to the Precoat Business and certain business plan information of the Precoat Business. Buyer and its business. Seller acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Seller Buyer is familiar with such uncertainties, that Seller Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller Buyer and its Affiliates, agents Affiliates and representatives Representatives shall have no claim against Seller or any of its equityholders, Affiliates or any other Person with respect thereto, except, in each case, as explicitly set forth in Article III of this Agreement (as qualified by the related Schedules) or the certificate delivered pursuant to Section 8.02(c). Accordingly, Buyer acknowledges that, without limiting the generality of Section 3.25, neither Seller acknowledges that neither Buyer nor any of its representativesequityholders, agents Representatives or Affiliates, Affiliates have made any representation or warranty with respect to such projections and other forecasts and plans, except as expressly covered by a representation or warranty set forth in Article III of this Agreement (as qualified by the related Schedules) or the certificate delivered pursuant to Section 8.02(c). (b) Notwithstanding anything contained in this Agreement, it is the explicit intent of the Parties that neither Seller nor any of its equityholders, Affiliates or Representatives is making any representation or warranty whatsoever, oral or written, express or implied, beyond those expressly made by Seller in Article III of this Agreement (as qualified by the related Schedules) and the certificate delivered pursuant to Section 8.02(c), including any implied warranty or representation as to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to any of the assets of the Precoat Subsidiaries and, except as expressly provided in Article III of this Agreement (as qualified by the related Schedules) and subject to the terms and conditions of Article III of this Agreement (as qualified by the related Schedules), it is understood that Buyer is acquiring the Precoat Subsidiaries and their respective assets as is and where is with any and all faults and defects as of the Closing Date. (c) In furtherance of the foregoing, Seller Buyer acknowledges that it is not relying on any representation or warranty of Buyer Seller or any of its equityholders, Affiliates or Representatives, other than those representations and warranties specifically set forth made by Seller in Article IV III of this AgreementAgreement (as qualified by the related Schedules) and the certificate delivered pursuant to Section 8.02(c). Seller Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations and projected operations of Buyer and its business the Precoat Business and the nature and condition of its properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article IV III (as qualified by the related Schedules) and the other terms and conditions set forth in this Agreementcertificate delivered pursuant to Section 8.02(c).

No Additional Representations; No Reliance. (a) Seller Each Buyer acknowledges and agrees that neither Buyer nor any none of its the Sellers or their Subsidiaries, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Buyer the B&K Companies, their Subsidiaries, the B&K Assets, the Joint Ventures, the B&K Business or other matters that is not specifically included in this Agreement or the BuyerSeller’s Disclosure LetterSchedule. Without limiting the generality of the foregoing, neither Buyer nor its none of the Sellers or their Subsidiaries nor any other Person has made a representation or warranty to Seller each Buyers with respect to, and neither Buyer nor its Subsidiaries ASD nor any other Person, shall be subject to any liability to Seller such Buyer or any other Person resulting from, Buyer or its representatives from ASD’s making available to Sellersuch Buyer, (i) any projections, estimates or budgets related to Buyer for the B&K Companies’ or Buyer’s businessany of their Subsidiaries or the B&K Business, or (ii) any materials, documents or information relating to Buyer the B&K Companies and their Subsidiaries or Buyer’s business the B&K Business made available to Seller Buyer or its counsel, accountants or advisors in certain “ASD’s data rooms,” offering memorandum, confidential information memorandum, management presentations room or otherwise, or (iii) the information contained in ASD’s Confidential Memorandum dated February, 2007, in each case, except as expressly covered by a representation or warranty set forth in Article IV ARTICLE V of this Agreement. In connection with Seller’s Buyers’ investigation of Buyer or Buyer’s businessthe B&K Business, Buyer ASD has delivered, or made available to Seller each Buyer and its respective Affiliates, agents and representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Buyer ASD and its Subsidiaries relating to the B&K Business and certain business plan information of the B&K Business. Each relevant Buyer and its business. Seller acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Seller such Buyer is familiar with such uncertainties, that Seller such Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller such Buyer and its Affiliates, agents and representatives shall have no claim against any Person with respect thereto. Accordingly, Seller such Buyer acknowledges that neither Buyer that, without limiting the generality of Section 5.24, no Seller, nor any of its their respective representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans. (b) Notwithstanding anything contained in this Agreement, it is the explicit intent of the parties hereto that the Sellers are not making any representation or warranty whatsoever, express or implied, beyond those expressly given in ARTICLE V of this Agreement, including, without limitation, any implied warranty or representation as to the value, condition, merchantability or suitability as to any of the B&K Assets and, except as expressly provided in ARTICLE V of this Agreement and subject to the terms and conditions of ARTICLE V of this Agreement, it is understood that each Buyer takes the B&K Business (including each of the B&K Companies and the B&K Assets) as is and where is with all faults as of the Closing Date with any and all defects. (c) In furtherance of the foregoing, Seller each Buyer acknowledges that it is not relying on any representation or warranty of Buyer ASD, other than those representations and warranties specifically set forth in Article IV ARTICLE V of this Agreement. Seller Each Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations and projected operations of Buyer the B&K Business (including the Companies and its business their Subsidiaries) and the nature and condition of its properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article IV and ARTICLE V. (d) Notwithstanding the other terms and conditions set forth foregoing, nothing contained in this Agreement.Section 6.10 will prevent a claim by each Buyer based on fraud in respect of the representations and warranties contained in Article V.

No Additional Representations; No Reliance. (a) Seller acknowledges Buyer Parent represents and agrees warrants that neither Buyer nor none of the Retained Companies or any of its Subsidiariestheir respective Representatives, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Buyer the Group Companies, the Purchased Interests or other matters that is not except for those representations and warranties as are specifically included in Article III of this Agreement or (subject to the Buyer’s Disclosure LetterSchedules). Without limiting the generality of the foregoing, neither Buyer nor its Subsidiaries nor none of the Retained Companies or any of their respective Representatives, or any other Person Person, has made a representation or warranty to Seller the Buyers with respect to, and neither Buyer nor its Subsidiaries the Sellers nor any other Person, Person shall be subject to any liability Liability to Seller the Buyers or any other Person resulting from, Buyer the Sellers or its representatives their Representatives making available to Sellerthe Buyers, (i) any projections, estimates or budgets related to Buyer or Buyer’s business, for the Group Companies or (ii) any materials, documents or information relating to Buyer the Sellers or Buyer’s business the Group Companies made available to Seller the Buyers or its counsel, accountants or advisors their Representatives in certain “data rooms,” offering memorandummemoranda, confidential information memorandummemoranda, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV III of this Agreement. In connection with SellerBuyer Parent’s investigation of Buyer or Buyer’s businessthe Group Companies, Buyer Seller Parent has delivered, or made available to Seller Buyer Parent and its respective Affiliates, agents Affiliates and representativesRepresentatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Buyer and its Subsidiaries and the Group Companies relating to certain business plan information of the Group Companies. Buyer and its business. Seller Parent acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Seller Buyer Parent is familiar with such uncertainties, that Seller Buyer Parent is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller Buyer Parent and its Affiliates, agents Affiliates and representatives Representatives shall have no claim against the Retained Companies or any other Person with respect thereto. Accordingly, Seller Buyer Parent acknowledges that neither Buyer nor that, without limiting the generality of Section 3.28, none of the Retained Companies or any of its representatives, agents or Affiliates, their respective Representatives have made any representation or warranty with respect to such projections and other forecasts and plans. (b) Notwithstanding anything contained in this Agreement, it is the explicit intent of the Parties that none of the Retained Companies or any of their respective Representatives are making any representation or warranty whatsoever, express or implied, beyond those expressly given in Article III of this Agreement, including any implied warranty or representation as to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to any of the assets of the Group Companies and, except as expressly provided in Article III of this Agreement, and subject to the terms and conditions of Article III of this Agreement, it is understood that Buyer is acquiring the Group Companies as-is and where-is with any and all faults and defects as of the Closing Date. (c) In furtherance of the foregoing, Seller Buyer Parent acknowledges that it is not relying on any representation or warranty of Buyer the Retained Companies or any of their respective Representatives, other than those representations and warranties specifically set forth in Article IV III of this Agreement. Seller Buyer Parent acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations and projected operations of Buyer and its business the Group Companies and the nature and condition of its properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article IV and the other terms and conditions set forth in this AgreementIII.

No Additional Representations; No Reliance. (a) Seller Buyer acknowledges and agrees that neither Buyer SEE nor any of its the other Sellers or their respective Subsidiaries, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Buyer the Transferred Diversey Companies, their Subsidiaries, the Diversey Assets, the Diversey Business or other matters that is not specifically included in this Agreement Article III or the Buyer’s Disclosure LetterSEE Representations Certificate. Without limiting the generality of the foregoing, neither Buyer SEE, nor its Subsidiaries any of the Sellers or their Subsidiaries, nor any other Person has made a representation or warranty to Seller Buyer with respect to, and neither Buyer nor its Subsidiaries SEE nor any other Person, Person shall be subject to any liability to Seller Buyer or any other Person resulting from, Buyer SEE’s (or its representatives representatives’) making available to SellerBuyer, (i) any projections, estimates forecasts, estimates, or budgets related to Buyer for the Transferred Diversey Companies or Buyer’s business, the Diversey Business or (ii) any materials, documents documents, or information relating to Buyer the Sellers, the Transferred Diversey Companies or Buyer’s business their Subsidiaries, or the Diversey Business made available to Seller Buyer or its counsel, accountants accountants, or advisors in certain “data rooms,” offering memorandumthe Data Room, confidential information memorandumanalyst presentations, memoranda, management presentations presentations, or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV of this AgreementIII or the SEE Representations Certificate. In connection with SellerBuyer’s investigation of Buyer or Buyer’s businessthe Diversey Business, Buyer SEE has delivered, or made available to Seller Buyer and its respective Affiliates, agents and representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items items, and other similar forward-looking data of Buyer SEE and its Subsidiaries relating to the Diversey Business and certain business plan information of the Diversey Business. Buyer and its business. Seller acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Seller Buyer is familiar with such uncertainties, that Seller Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to itit and that Buyer, the Diversey Share Buyers, the Diversey Asset Buyers, and that Seller and its their respective Subsidiaries, Affiliates, agents agents, and representatives shall have no claim against any Person with respect thereto. Accordingly, Seller Buyer acknowledges that that, without limiting the generality of Section 3.19 or the express representations and warranties set forth in this Agreement, neither Buyer SEE nor any Seller, nor any of its their respective representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plansforecasts. (b) NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT, IT IS THE EXPLICIT INTENT OF THE PARTIES HERETO THAT THE SELLERS ARE NOT MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY GIVEN IN ARTICLE III or the SEE Representations Certificate, INCLUDING ANY IMPLIED WARRANTY OR REPRESENTATION AS TO THE VALUE, CONDITION, NON-INFRINGEMENT, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO ANY OF THE DIVERSEY ASSETS AND, EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE III or the SEE Representations Certificate AND SUBJECT TO THE TERMS AND CONDITIONS OF ARTICLE III or the SEE Representations Certificate, IT IS UNDERSTOOD THAT BUYER IS ACQUIRING THE TRANSFERRED DIVERSEY COMPANIES AND THEIR SUBSIDIARIES AND ALL OTHER DIVERSEY ASSETS AS IS AND WHERE IS WITH ALL FAULTS AS OF THE CLOSING DATE WITH ANY AND ALL DEFECTS. (c) In furtherance of the foregoing, Seller Buyer acknowledges that it is not relying on any representation or warranty of Buyer SEE or the Sellers, other than those representations and warranties specifically set forth in Article IV of this AgreementIII or the SEE Representations Certificate. Seller Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations operations, and projected operations of Buyer and its business the Diversey Business and the nature and condition of its properties, assets assets, and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article IV III and the other terms and conditions set forth in this AgreementSEE Representations Certificate.

No Additional Representations; No Reliance. (a) Seller Buyer acknowledges and agrees that neither Buyer none of the Retained Companies nor any of its Subsidiariestheir respective Representatives, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Buyer the Group Companies, the Group Company Interests, the Business, the Pre-Closing Restructuring or other matters that is are not specifically included in Article III of this Agreement or and the Buyer’s Disclosure Letterother Transaction Documents. Without limiting the generality of the foregoing, neither Buyer except as covered by a representation or warranty set forth in Article III of this Agreement or the other Transaction Documents, none of the Retained Companies nor its Subsidiaries any of their respective Representatives, nor any other Person Person, has made a representation or warranty to Seller Buyer with respect to, and neither Buyer nor its Subsidiaries Seller nor any other Person, Person shall be subject to any liability Liability to Seller Buyer or any other Person resulting from, Buyer Seller or its representatives Representatives making available to SellerBuyer, (i) any projections, estimates or budgets related to Buyer or Buyer’s business, for the Business or (ii) any materials, documents or information relating to Buyer Seller, the Group Companies, the Pre-Closing Restructuring or Buyer’s business the Business made available to Seller Buyer or its counsel, accountants or advisors Representatives in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV III of this AgreementAgreement or the other Transaction Documents. In connection with SellerBuyer’s investigation of Buyer or Buyer’s businessthe Business, Buyer Seller has delivered, or made available to Seller Buyer and its respective Affiliates, agents Affiliates and representativesRepresentatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Buyer Seller and its Subsidiaries Affiliates relating to the Business and certain business plan information of the Business. Buyer and its business. Seller acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on themsuch projections and other forecasts and plans, that Seller Buyer is familiar with such uncertainties, that Seller Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller Buyer and its Affiliates, agents Affiliates and representatives Representatives shall have no claim against the Retained Companies or any other Person with respect thereto, except in the case of Fraud. Accordingly, Seller Buyer acknowledges that neither Buyer that, without limiting the generality of Section 3.32, none of the Retained Companies nor any of its representatives, agents or Affiliates, their respective Representatives have made any representation or warranty with respect to such projections and other forecasts and plans. (b) Notwithstanding anything contained in this Agreement, it is the explicit intent of the Parties that none of the Retained Companies nor any of their respective Representatives are making any representation or warranty whatsoever, express or implied, beyond those expressly given in Article III of this Agreement and the other Transaction Documents, including any implied warranty or representation as to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to any of the assets of the Group Companies and, except as expressly provided in Article III of this Agreement and the other Transaction Documents, and subject to the terms and conditions of this Article III of Agreement and the other Transaction Documents, it is understood that Buyer is acquiring the Group Companies as is and where is with any and all faults and defects as of the Closing Date. (c) In furtherance of the foregoing, Seller Buyer acknowledges that it is not relying on any representation or warranty of Buyer the Retained Companies or any of their respective Representatives, other than those representations and warranties specifically set forth in Article IV III of this AgreementAgreement and the other Transaction Documents. Seller Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations and projected operations of Buyer the Business and its business the Group Companies and the nature and condition of its their properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article IV III of this Agreement and the other terms Transaction Documents. (d) Buyer has no knowledge that any of the representations and conditions warranties of Seller in this Agreement are not true and correct in all material respects, where, for the avoidance of doubt, such knowledge means the knowledge of Buyer. (e) Nothing in this Section 4.10 shall be construed to modify any representations or warranties of Seller set forth in Article III of this AgreementAgreement or in any other Transaction Document to which Seller or any of its Affiliates is party, or any other obligation of Seller or any of its Affiliates hereunder or thereunder, nor construed to impair or modify in any way any of Buyer’s and its Affiliates’ (which, for the avoidance of doubt, shall include the Group Companies from and after the Closing) rights to rely on such representations, warranties and obligations.

No Additional Representations; No Reliance. (a) Seller Buyer acknowledges and agrees that neither Buyer nor none of Sellers, the Company Group Entities or any of its Subsidiariestheir respective equityholders, Affiliates or Representatives, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Buyer Sellers, the Company Group Entities, their respective assets or business or other matters that is are not specifically included in Article III or Article IV of this Agreement or the Buyer’s Disclosure Letterin representations or warranties expressly made by a Seller or Company Group Entity in any other Transaction Document. Without limiting the generality of the foregoing, neither Buyer nor its Subsidiaries none of Sellers, the Company Group Entities or any of their respective equityholders, Affiliates or Representatives, nor any other Person Person, has made a representation or warranty to Seller Buyer with respect to, and neither Buyer nor its Subsidiaries nor none of Sellers, the Company Group Entities or any other Person, Person shall be subject to any liability or obligation to Seller Buyer or any other Person resulting from, Buyer Sellers, the Company Group Entities or its representatives their respective Representatives making available to SellerBuyer, (i) any projections, estimates or budgets related to Buyer or Buyer’s business, for the Company Group Entities or (ii) any other materials, documents, summaries of documents or information relating to Buyer or Buyer’s business the Company Group Entities made available to Seller Buyer or its counsel, accountants or advisors Representatives in certain “data rooms,” offering memorandumthe Data Room, confidential information memorandum, management presentations or otherwise, in each case, except (x) as expressly covered by a representation or warranty set forth in Article III or Article IV of this AgreementAgreement or in any other Transaction Document or (y) in the event of Fraud of any Seller or Company Group Entity in connection therewith. In connection Xxxxx acknowledges and agrees that each and all the representations and warranties contained in Article III or Article IV of this Agreement shall be qualified with Seller’s investigation of Buyer or Buyer’s businessall information, Buyer has delivered, or facts and circumstances made available to Seller and its respective Affiliatesthe Buyer in the Disclosure Schedule. (b) Notwithstanding anything contained in this Agreement, agents and representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Buyer and its Subsidiaries and certain business plan information of Buyer and its business. Seller acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly it is not relying on them, that Seller is familiar with such uncertainties, that Seller is taking full responsibility for making its own evaluation the explicit intent of the adequacy and accuracy Parties that none of all projections and other forecasts and plans so furnished to itSellers, and that Seller and its Affiliates, agents and representatives shall have no claim against any Person with respect thereto. Accordingly, Seller acknowledges that neither Buyer nor the Company Group Entities or any of its representativestheir respective equityholders, agents Affiliates or Affiliates, have made Representatives are making any representation or warranty whatsoever, express or implied, beyond those expressly made by Sellers in Article III or by the Company, with respect to such projections it and the Company Subsidiaries, in Article IV of this Agreement or made by a Seller or Company Group Entity in any other forecasts Transaction Document, including any implied warranty or representation as to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to any of the assets of the Company Group Entities and, except as expressly provided in Article III or Article IV of this Agreement or in any other Transaction Document and planssubject to the terms and conditions of Article III or Article IV of this Agreement or in any other Transaction Document, it is understood that Buyer is acquiring the Purchased Interest (and indirectly the Company Group Entities and their assets) as is and where is with any and all faults and defects as of the Closing. (bc) In furtherance of the foregoing, Seller Buyer acknowledges that it is not relying on any representation or warranty of Buyer Sellers, the Company Group Entities or any of their respective equityholders, Affiliates or Representatives, other than those representations and warranties specifically set forth made by Sellers in Article III or by the Company in Article IV of this AgreementAgreement or made by a Seller or Company Group Entity in any other Transaction Document. Seller Buyer acknowledges that it Buyer has conducted to its satisfaction an independent investigation of the financial condition, Liabilitiesliabilities, obligations, procedures, results of operations and projected operations of Buyer and its business the Company Group Entities and the nature and condition of its the properties, assets and businesses of the Company Group Entities and, in making the determination to proceed with the transactions contemplated hereby, has have relied solely on the results of its their own independent investigation and the representations and warranties set forth in Article III or Article IV and in any other Transaction Document and it has been furnished with or given access to such documents and information about the other terms Company Group Entities and conditions set forth their respective businesses and operations as Buyer and its Representatives have deemed necessary to enable them to make an informed decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. (d) Except for the representations and warranties contained in this AgreementArticle V, neither Buyer nor any other Person on behalf of Xxxxx makes or has made any other representation or warranty, expressed or implied, at Law or in equity.

No Additional Representations; No Reliance. (a) Seller acknowledges Except for the representations and agrees that warranties contained in Article IV, neither Buyer Acquiror nor Merger Sub, nor any of its Subsidiariestheir Affiliates makes any express or implied representation or warranty with respect to Acquiror or Merger Sub or any of their Affiliates or with respect to any other information provided, or made available, to Company or Securityholders’ Representative or any of their Affiliates, agents or representatives in connection with the transactions contemplated hereby. (b) Acquiror acknowledges that neither the Company nor any other Person, Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Buyer the Company or other matters that is not specifically included in this Agreement or the Buyer’s Company Disclosure LetterSchedule. Without limiting the generality of the foregoing, neither Buyer nor its Subsidiaries the Company nor any other Person has made a representation or warranty to Seller Acquiror with respect to, and neither Buyer nor its Subsidiaries the Company nor any other Person, shall be subject to any liability to Seller Acquiror or any other Person resulting from, Buyer or its representatives from the Company making available to SellerAcquiror, (i) any projections, estimates or budgets related to Buyer or Buyer’s businessfor the Company, or (ii) any materials, documents or information relating to Buyer or Buyer’s business the Company made available to Seller Acquiror or its counsel, accountants or advisors in certain “the Company’s data rooms,” offering memorandumroom or otherwise, or (iii) the information contained any confidential information memorandum, memorandum or management presentations or otherwisepresentation of the Company, in each case, except as expressly covered by a representation or warranty set forth in Article IV III of this Agreement. In connection with SellerAcquiror’s investigation of Buyer or Buyer’s businessthe Company, Buyer the Company has delivered, or made available to Seller Acquiror and its respective Affiliates, agents and representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Buyer and its Subsidiaries the Company relating to the business of the Company and certain business plan information of Buyer and its businessthe Company. Seller Acquiror acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Seller Acquiror is familiar with such uncertainties, that Seller Acquiror is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller Acquiror and its Affiliates, agents and representatives shall have no claim against any Person with respect thereto. Accordingly, Seller Acquiror acknowledges that that, without limiting the generality of Section 3.25, neither Buyer the Company nor any of its representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans. (bc) Notwithstanding anything contained in this Agreement, it is the explicit intent of the parties hereto that the Company is not making any representation or warranty whatsoever, express or implied, beyond those expressly given in Article III of this Agreement, except as expressly provided in Article III of this Agreement and subject to the terms and conditions of Article III of this Agreement, it is understood that Acquiror takes the Company as is and where is with all faults as of the Closing Date with any and all defects. (d) In furtherance of the foregoing, Seller Acquiror acknowledges that it is not relying on any representation or warranty of Buyer the Company, other than those representations and warranties specifically set forth in Article IV III of this Agreement. Seller Acquiror acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, Liabilitiesliabilities, results of operations and projected operations of Buyer and its business the Company and the nature and condition of its properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article IV and the other terms and conditions set forth in this AgreementIII.

No Additional Representations; No Reliance. (a) Seller Buyer acknowledges and agrees that neither Buyer DuPont nor any of its the Sellers or their Subsidiaries, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Buyer the Transferred DPC Companies, their Subsidiaries, the DPC Assets, the Joint Ventures, the DPC Business or other matters that is not except as specifically included in this Agreement, the Seller's Disclosure Schedule or any Related Agreement or (collectively, such representations expressly contained herein and therein, the Buyer’s Disclosure Letter"Seller Representations"). Without limiting the generality of the foregoing, except as expressly covered by a Seller Representation, neither Buyer DuPont nor its any of the Sellers or their Subsidiaries nor any other Person has made a representation or warranty to Seller Buyer with respect to, and neither Buyer nor its Subsidiaries DuPont nor any other Person, shall be subject to any liability to Seller Buyer or any other Person resulting from, Buyer DuPont or its representatives making available to SellerBuyer, (i) any projections, estimates or budgets related to Buyer for the Transferred DPC Companies or Buyer’s businessthe DPC Business, or (ii) any materials, documents or information relating to Buyer the Transferred DPC Companies or Buyer’s business their Subsidiaries, the Joint Ventures, the Sellers or the DPC Business made available to Seller Buyer or its counsel, accountants or advisors in certain “"data rooms,” " offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV of this Agreement. In connection with Seller’s Buyer's investigation of Buyer or Buyer’s businessthe DPC Business, Buyer DuPont has delivered, or made available to Seller Buyer and its respective Affiliates, agents and representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Buyer DuPont and its Subsidiaries relating to the DPC Business and certain business plan information of the DPC Business. Buyer and its business. Seller acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Seller Buyer is familiar with such uncertainties, that Seller Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller Buyer and its Affiliates, agents and representatives shall have no claim against any Person with respect thereto. Accordingly, Seller Buyer acknowledges that that, without limiting the generality of Section 3.20, neither Buyer DuPont nor any Seller, nor any of its their respective representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans. (b) Notwithstanding anything contained in this Agreement, it is the explicit intent of the parties hereto that the Sellers are not making any representation or warranty whatsoever, express or implied, beyond those expressly given in the Seller Representations, including any implied warranty or representation as to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to any of the DPC Assets and, except as expressly provided in the Seller Representations and subject to the Seller Representations and the Related Agreements, it is understood that Buyer is acquiring the Transferred DPC Companies and their Subsidiaries and the Transferred DPC Joint Venture Interests as is and where is with all faults as of the Closing Date with any and all defects. (c) In furtherance of the foregoing, Seller Buyer acknowledges that it is not relying on any representation or warranty of Buyer DuPont or the Sellers, other than those representations and warranties specifically set forth in Article IV of this Agreementthe Seller Representations. Seller Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations and projected operations of Buyer and its business the DPC Business and the nature and condition of its properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article IV and the other terms and conditions set forth in this AgreementSeller Representations.

No Additional Representations; No Reliance. (a) Seller Buyer acknowledges and agrees that neither Buyer TDY nor any of its ATI nor their respective Affiliates (including the Transferred Subsidiaries), nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Buyer the Tungsten Materials Assets, the Tungsten Materials Business, the Transferred Subsidiaries, the Shares or other matters that is are not specifically included in this Agreement or the Buyer’s Seller's Disclosure LetterSchedule. Without limiting the generality of the foregoing, neither Buyer TDY nor its Subsidiaries ATI nor their respective Affiliates (including the Transferred Subsidiaries) nor any other Person has made a representation or warranty to Seller Buyer with respect to, and neither Buyer TDY nor its Subsidiaries ATI nor their respective Affiliates nor any other Person, shall be subject to any liability (except with respect to Seller claims based on fraud or intentional misrepresentation) to Buyer or any other Person resulting from, Buyer TDY, ATI or its representatives their respective Representatives making available to SellerBuyer, (i) any projections, estimates or budgets related to Buyer for the Tungsten Materials Business or Buyer’s businessthe Transferred Subsidiaries, or (ii) any materials, documents or information relating to Buyer TDY, the Tungsten Materials Assets, the Tungsten Materials Business, the Shares or Buyer’s business the Transferred Subsidiaries made available to Seller Buyer or its counsel, accountants or advisors in certain “data rooms,” the Data Room or any offering memorandum, confidential information memorandum, management presentations presentation or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV ARTICLE III of this Agreement. In connection with Seller’s Buyer's investigation of Buyer or Buyer’s businessthe Tungsten Materials Assets, Buyer the Tungsten Materials Business and the Transferred Subsidiaries, TDY has delivered, or made available to Seller Buyer and its respective Affiliates, agents Affiliates and representativesRepresentatives, certain projections and other forecasts, forecasts including but not limited to, projected financial statements, cash flow items and other data of Buyer ATI and its Subsidiaries relating to the Tungsten Materials Business and the Transferred Subsidiaries and certain business plan information of the Tungsten Materials Business. Buyer and its business. Seller acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Seller Buyer is familiar with such uncertainties, that Seller Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller Buyer and its Affiliates, agents Affiliates and representatives Representatives shall have no claim (except with respect to claims based on fraud or intentional misrepresentation) against any Person with respect thereto. Accordingly, Seller Buyer acknowledges that that, without limiting the generality of Section 3.23, neither Buyer TDY nor ATI, nor any of its representatives, agents their respective Representatives or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans. (b) In furtherance Notwithstanding anything contained in this Agreement, it is the explicit intent of the foregoing, Seller acknowledges parties hereto that it is not relying on neither TDY nor any of its Affiliates (including ATI) are making any representation or warranty of Buyer other than whatsoever, express or implied, beyond those representations and warranties specifically set forth expressly provided by TDY in Article IV ARTICLE III of this Agreement. Seller acknowledges that it has conducted , including any implied warranty or representation as to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations and projected operations of Buyer and its business and the nature and condition of its properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article IV and the other terms and conditions set forth in this Agreementsuitability or fitness for a particular purpose.