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

No Additional Representations; Non-Reliance. (a) Each of the Partnership, Partnership GP and Partnership Managing GP acknowledges that neither Parent, the Parent GP nor Merger Sub makes any representation or warranty as to any matter whatsoever except as expressly set forth in Article IV or in any certificate delivered by Parent, the Parent GP or Merger Sub to the Partnership in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that neither Parent, the Parent GP nor Merger Sub makes any representation or warranty with respect to (i) any projections, estimates, forecasts, plans, results, prospects or budgets delivered or made available to the Partnership, the Partnership GP or Partnership Managing GP (or any of their respective affiliates, officers, directors, employees or Representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of Parent and its Subsidiaries or (ii) the future business and operations of Parent and its Subsidiaries, including as to the accuracy or completeness thereof and the reasonableness of the assumptions underlying such projections, estimates, forecasts, plans, results, prospects or budgets, and none of the Partnership, Partnership GP or Partnership Managing GP have relied on such information or any other representation or warranty not set forth in Article IV. (b) Each of the Partnership, Partnership GP and Partnership Managing GP has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of Parent and its Subsidiaries and acknowledges that the Partnership, Partnership GP and Partnership Managing GP has been provided access for such purposes. Except for the representations and warranties expressly set forth in Article IV or the ET Support Agreement or in any certificate delivered by Parent, the Parent GP or Merger Sub to the Partnership in accordance with the terms hereof, in entering into this Agreement, each of the Partnership, Partnership GP and Partnership Managing GP has relied solely upon its independent investigation and analysis of Parent and its Subsidiaries, and acknowledges and agrees that they have not been induced by and have not relied upon any representations, warranties or statements, whether express or implied, or information supplied, made by Parent, its Subsidiaries, or any of their respective affiliates, unitholders, controlling persons or representatives (including with respect to the accuracy or completeness thereof) that are not expressly set forth in Article IV or the ET Support Agreement or in any certificate delivered by Parent, the Parent GP or Merger Sub to the Partnership, whether or not such representations, warranties or statements were made in writing or orally. Each of the Partnership, Partnership GP and Partnership Managing GP acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IV or the ET Support Agreement or in any certificate delivered by Parent, the Parent GP or Merger Sub to the Partnership, (i) Parent, the Parent GP and Merger Sub do not make, and have not made, any representations or warranties relating to themselves or their businesses or otherwise in connection with the transactions contemplated hereby and the Partnership is not relying on any representation or warranty except for those expressly set forth in this Agreement, (ii) no person has been authorized by Parent, the Parent GP or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by the Partnership, Partnership GP or Partnership Managing GP as having been authorized by such party, and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Partnership or any of its Representatives are not and shall not be deemed to be or include representations or warranties.

No Additional Representations; Non-Reliance. (a) Each of Parent, the Parent GP and Merger Sub acknowledges that none of the Partnership, Partnership GP and or Partnership Managing GP acknowledges that neither Parent, the Parent GP nor Merger Sub makes any representation or warranty as to any matter whatsoever except as expressly set forth in Article IV III or in any certificate delivered by the Partnership to Parent, the Parent GP or Merger Sub to the Partnership in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that neither Parentnone of the Partnership, the Parent Partnership GP nor Merger Sub or Partnership Managing GP makes any representation or warranty with respect to (i) any projections, estimates, forecasts, plans, results, prospects estimates or budgets delivered or made available to the PartnershipParent, the Partnership Parent GP or Partnership Managing GP Merger Sub (or any of their respective affiliates, officers, directors, employees or Representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of Parent the Partnership and its the Partnership Subsidiaries or (ii) the future business and operations of Parent the Partnership and its the Partnership Subsidiaries, including as to the accuracy or completeness thereof and the reasonableness of the assumptions underlying such projections, estimates, forecasts, plans, results, prospects or budgets, and none of neither Parent, the Partnership, Partnership Parent GP or Partnership Managing GP have nor Merger Sub has relied on such information or any other representation or warranty not set forth in Article IVIII. (b) Each of Parent, the Partnership, Partnership Parent GP and Partnership Managing GP has Merger Sub have conducted its their own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of Parent the Partnership and its the Partnership Subsidiaries and acknowledges acknowledge that Parent, the Partnership, Partnership Parent GP and Partnership Managing GP has Merger Sub have been provided access for such purposes. Except for the representations and warranties expressly set forth in Article IV or the ET Support Agreement III or in any certificate delivered by the Partnership to Parent, the Parent GP or Merger Sub to the Partnership in accordance with the terms hereof, in entering into this Agreement, each of Parent, the Partnership, Partnership Parent GP and Partnership Managing GP has Merger Sub have relied solely upon its independent investigation and analysis of Parent the Partnership and its the Partnership’s Subsidiaries, and acknowledges Parent, the Parent GP and agrees Merger Sub acknowledge and agree that they have not been induced by and have has not relied upon any representations, warranties or statements, whether express or implied, or information supplied, made by Parentthe Partnership, its Subsidiaries, or any of their respective affiliates, unitholdersequityholders, controlling persons or representatives (including with respect to the accuracy or completeness thereof) that are not expressly set forth in Article IV or the ET Support Agreement III or in any certificate delivered by the Partnership to Parent, the Parent GP or Merger Sub to the PartnershipSub, whether or not such representations, warranties or statements were made in writing or orally. Each of Parent, the Partnership, Partnership Parent GP and Partnership Managing GP acknowledges Merger Sub acknowledge and agrees agree that, except for the representations and warranties expressly set forth in Article IV or the ET Support Agreement III or in any certificate delivered by the Partnership to the Parent, the Parent GP or Merger Sub to the PartnershipSub, (i) Parenteach of the Partnership, the Parent Partnership GP and Merger Sub do Partnership Managing GP does not make, and have has not made, any representations or warranties relating to themselves itself or their businesses its business or otherwise in connection with the transactions contemplated hereby and Parent, the Partnership is Parent GP and Merger Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (ii) no person has been authorized by Parentthe Partnership, the Parent Partnership GP or Merger Sub Partnership Managing GP to make any representation or warranty relating to themselves itself or their its business or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by Parent, the Parent GP or Merger Sub as having been authorized by the Partnership, Partnership GP or Partnership Managing GP as having been authorized by such partyGP, and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, the Partnership Parent GP or Merger Sub or any of its their Representatives are not and shall not be deemed to be or include representations or warrantieswarranties of the Partnership, Partnership GP or Partnership Managing GP.

No Additional Representations; Non-Reliance. (a) Each of the Partnership, Partnership GP Parent and Partnership Managing GP acknowledges that neither Parent, the Parent GP nor Merger Sub makes acknowledge that the Partnership does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Article IV III or in any certificate delivered by Parent, the Partnership to Parent GP or Merger Sub to the Partnership in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that neither Parent, the Parent GP nor Merger Sub Partnership makes any no representation or warranty with respect to (i) any projections, estimates, forecasts, plans, results, prospects estimates or budgets delivered or made available to the Partnership, the Partnership GP Parent or Partnership Managing GP Merger Sub (or any of their respective affiliates, officers, directors, employees or Representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of Parent the Partnership and its Subsidiaries or (ii) the future business and operations of Parent the Partnership and its Subsidiaries, including as to the accuracy or completeness thereof and the reasonableness of the assumptions underlying such projections, estimates, forecasts, plans, results, prospects or budgets, and none of the Partnership, Partnership GP or Partnership Managing GP have neither Parent nor Merger Sub has relied on such information or any other representation or warranty not set forth in Article IVIII. (b) Each of the Partnership, Partnership GP Xxxxxx and Partnership Managing GP has Merger Sub have conducted its their own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of Parent the Partnership and its Subsidiaries and acknowledges acknowledge that the Partnership, Partnership GP Parent and Partnership Managing GP has Merger Sub have been provided access for such purposes. Except for the representations and warranties expressly set forth in Article IV or the ET Support Agreement III or in any certificate delivered by Parent, the Partnership to Parent GP or and/or Merger Sub to the Partnership in accordance with the terms hereof, in entering into this Agreement, each of the Partnership, Partnership GP Parent and Partnership Managing GP has Merger Sub have relied solely upon its independent investigation and analysis of Parent the Partnership and its the Partnership’s Subsidiaries, and acknowledges Xxxxxx and agrees Merger Sub acknowledge and agree that they have not been induced by and have has not relied upon any representations, warranties or statements, whether express or implied, or information supplied, made by Parentthe Partnership, its Subsidiaries, or any of their respective affiliates, unitholdersequityholders, controlling persons or representatives (including with respect to the accuracy or completeness thereof) that are not expressly set forth in Article IV or the ET Support Agreement III or in any certificate delivered by Parent, the Partnership to Parent GP or and Merger Sub to the PartnershipSub, whether or not such representations, warranties or statements were made in writing or orally. Each of the Partnership, Partnership GP Parent and Partnership Managing GP acknowledges Merger Sub acknowledge and agrees agree that, except for the representations and warranties expressly set forth in Article IV or the ET Support Agreement III or in any certificate delivered by Parent, the Partnership to the Parent GP or Merger Sub to the PartnershipSub, (i) Parent, the Parent GP and Merger Sub do Partnership does not make, and have has not made, any representations or warranties relating to themselves itself or their businesses its business or otherwise in connection with the transactions contemplated hereby and the Partnership is Parent and Merger Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (ii) no person has been authorized by Parent, the Parent GP or Merger Sub Partnership to make any representation or warranty relating to themselves itself or their its business or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by the Partnership, Partnership GP Parent or Partnership Managing GP Merger Sub as having been authorized by such partythe Partnership, and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Partnership Parent or Merger Sub or any of its Representatives their representatives are not and shall not be deemed to be or include representations or warrantieswarranties of the Partnership unless any such materials or information is the subject of any express representation or warranty set forth in Article III.

No Additional Representations; Non-Reliance. (a) Each of the Partnership, The Partnership GP and Partnership Managing GP acknowledges that neither Parent, the Parent GP nor Merger Sub makes any representation or warranty as to any matter whatsoever except as expressly set forth in Article IV or in any certificate delivered by Parent, the Parent GP or Merger Sub to the Partnership in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that neither Parent, the Parent GP nor Merger Sub makes any representation or warranty with respect to (i) any projections, estimates, forecasts, plans, results, prospects estimates or budgets delivered or made available to the Partnership, the Partnership GP or Partnership Managing GP (or any of their respective affiliates, officers, directors, employees or Representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of Parent and its Subsidiaries or (ii) the future business and operations of Parent and its Subsidiaries, including as to the accuracy or completeness thereof and the reasonableness of the assumptions underlying such projections, estimates, forecasts, plans, results, prospects or budgets, and none of the Partnership, Partnership GP or Partnership Managing GP have has not relied on such information or any other representation or warranty not set forth in Article IV. (b) Each of the Partnership, The Partnership GP and Partnership Managing GP has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of Parent and its Subsidiaries and acknowledges that the Partnership, Partnership GP and Partnership Managing GP has been provided access for such purposes. Except for the representations and warranties expressly set forth in Article IV or the ET Support Agreement or in any certificate delivered by Parent, the Parent GP or Merger Sub to the Partnership in accordance with the terms hereof, in entering into this Agreement, each of the Partnership, Partnership GP and Partnership Managing GP has relied solely upon its independent investigation and analysis of Parent and its Parent’s Subsidiaries, and the Partnership acknowledges and agrees that they have it has not been induced by and have has not relied upon any representations, warranties or statements, whether express or implied, or information supplied, made by Parent, its Subsidiaries, or any of their respective affiliates, unitholders, controlling persons or representatives (including with respect to the accuracy or completeness thereof) that are not expressly set forth in Article IV or the ET Support Agreement or in any certificate delivered by Parent, the Parent GP or Merger Sub to the Partnership, whether or not such representations, warranties or statements were made in writing or orally. Each of the Partnership, The Partnership GP and Partnership Managing GP acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IV or the ET Support Agreement or in any certificate delivered by Parent, the Parent GP or Merger Sub to the Partnership, (i) Parent, the Parent GP and Merger Sub do not make, and have not made, any representations or warranties relating to themselves or their businesses or otherwise in connection with the transactions contemplated hereby and the Partnership is not relying on any representation or warranty except for those expressly set forth in this Agreement, (ii) no person has been authorized by Parent, the Parent GP or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by the Partnership, Partnership GP or Partnership Managing GP as having been authorized by such party, and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Partnership or any of its Representatives representatives are not and shall not be deemed to be or include representations or warrantieswarranties unless any such materials or information is the subject of any express representation or warranty set forth in Article IV.

No Additional Representations; Non-Reliance. (a) Each of the Partnership, Partnership GP and Partnership Managing GP The Company acknowledges that neither Parent, the none of Parent GP nor or Merger Sub makes any representation or warranty as to any matter whatsoever except as expressly set forth in Article IV or in any certificate delivered by Parent, the Parent GP or Merger Sub to the Partnership Company in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that neither Parent, the Parent GP nor Merger Sub makes any representation or warranty with respect to (i) any projections, estimates, forecasts, plans, results, prospects estimates or budgets delivered or made available to the Partnership, the Partnership GP or Partnership Managing GP Company (or any of their its respective affiliates, officers, directors, employees or Representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of Parent and its Subsidiaries or (ii) the future business and operations of Parent and its Subsidiaries, including as to the accuracy or completeness thereof and the reasonableness of the assumptions underlying such projections, estimates, forecasts, plans, results, prospects or budgets, and none of the Partnership, Partnership GP or Partnership Managing GP have Company has not relied on such information or any other representation or warranty not set forth in Article IV. (b) Each of the Partnership, Partnership GP and Partnership Managing GP has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of Parent and its Subsidiaries and acknowledges that the Partnership, Partnership GP and Partnership Managing GP has been provided access for such purposes. Except for the representations and warranties expressly set forth in Article IV or the ET Support Agreement or in any certificate delivered by Parent, the Parent GP or Merger Sub to the Partnership Company in accordance with the terms hereof, in entering into this Agreement, each of the Partnership, Partnership GP and Partnership Managing GP Company has relied solely upon its independent investigation and analysis of Parent and its Subsidiaries, and the Company acknowledges and agrees that they have it has not been induced by and have has not relied upon any representations, warranties or statements, whether express or implied, or information supplied, made by Parent, its Subsidiaries, or any of their respective affiliates, unitholdersequity holders, controlling persons Persons or representatives (including with respect to the accuracy or completeness thereof) that are not expressly set forth in Article IV or the ET Support Agreement or in any certificate delivered by Parent, the Parent GP or Merger Sub to the PartnershipCompany, whether or not such representations, warranties or statements were made in writing or orally. Each of the Partnership, Partnership GP and Partnership Managing GP The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IV or the ET Support Agreement or in any certificate delivered by Parent, the Parent GP or Merger Sub to the PartnershipCompany, (i) Parent, the Parent GP and Merger Sub do not make, and have not made, any representations or warranties relating to themselves or their businesses or otherwise in connection with the transactions contemplated hereby and the Partnership Company is not relying on any representation or warranty except for those expressly set forth in this AgreementAgreement or in any certificate delivered by Parent or Merger Sub to the Company in accordance with the terms hereof, (ii) no person Person has been authorized by Parent, the Parent GP or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by the Partnership, Partnership GP or Partnership Managing GP Company as having been authorized by such partyParty, and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Partnership Company or any of its Representatives representatives (including in certain “data rooms,” “electronic data rooms,” management presentations, or in any other form in expectation of, or in connection with, the Merger or the other transactions contemplated by this Agreement) are not and shall not be deemed to be or include representations or warrantieswarranties of Parent or Merger Sub unless any such materials or information is the subject of any express representation or warranty set forth in Article IV.

No Additional Representations; Non-Reliance. In connection with its decision to enter into this Agreement and the transactions contemplated hereby, Buyer and/or its Representatives have inspected and conducted, or will inspect and conduct prior to the Closing Date, such reasonable independent review, investigation and analysis (afinancial and otherwise) Each of the Partnership, Partnership GP Acquired Companies and Partnership Managing GP acknowledges that neither Parent, the Parent GP nor Merger Sub makes Properties as desired by Buyer. The purchase of the Securities by Buyer and the consummation of the transactions contemplated hereby by Buyer are not done in reliance upon any representation or warranty as to by, or information from, Seller, any matter whatsoever Acquired Company or any of their respective Affiliates, owners, managers, employees or Representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except as for the representations and warranties specifically and expressly set forth in Article IV or in and qualified by the Seller Disclosure Schedules, and Buyer acknowledges that Seller expressly disclaims any certificate delivered by Parentother representations and warranties. Such purchase and consummation are instead done entirely on the basis of, and Buyer will rely solely upon, Buyer’s own investigation, analysis, valuations, projections, diligence, judgment and assessment of the Acquired Companies, the Parent GP or Merger Sub to Properties and the Partnership in accordance with the terms hereof, present and specifically (but without limiting the generality potential value and earning power of the foregoing) Acquired Companies, as well as those representations and warranties by Seller specifically and expressly set forth in Article IV and qualified by the Seller Disclosure Schedules. Buyer acknowledges that neither ParentSeller has not made any representations or warranties regarding the probable success or profitability of any Acquired Company or its business and that Buyer is not relying on any representations or warranties of Seller, the Parent GP nor Merger Sub makes any representation or warranty including those set forth in Article IV, with respect to (i) the post-Closing operation of any projections, estimates, forecasts, plans, results, prospects Acquired Company or budgets delivered its business or made available to the Partnershipproperties. Buyer further acknowledges and agrees that none of Seller, the Partnership GP or Partnership Managing GP (or Acquired Companies, any of their respective affiliatesAffiliates or any owners, officers, directorsmanagers, employees or RepresentativesRepresentatives of any of the foregoing (a) of future revenueshas been authorized to make, results of operations has made or will be deemed to have made (or any component thereof), cash flows or financial condition (or any component thereof) of Parent and Buyer and its Subsidiaries Affiliates have not relied on) any representation or (ii) the future business and operations of Parent and its Subsidiarieswarranty, including express or implied, as to the accuracy or completeness thereof of any information regarding the Acquired Companies or their businesses, properties or assets, or the transactions contemplated hereby except as specifically and expressly set forth in Article IV and qualified by the Seller Disclosure Schedules or (b) will have or be subject to any liability or obligation to Buyer or any other Person resulting from the distribution to Buyer or any of its Affiliates or any of their respective Representatives, or Buyer’s or any of its Affiliates’ or any of their respective Representatives’ use of, any such information, including the information, documents and/or materials provided by Roofstock and any other information, document or material made available to Buyer or its Affiliates or any of their respective Representatives in certain “data rooms” and online “data sites,” management presentations or any other form in connection with the transactions contemplated by this Agreement, any due diligence report, appraisals, valuations or estimates by any third party with respect to the Acquired Companies or the Properties, or any other document or information in any form provided or made available to Buyer or its Affiliates or any of their respective Representatives, including management presentations, in connection with the purchase and sale of the Securities and the transactions contemplated hereby or otherwise. In connection with Buyer’s and its Affiliates’ investigation of the Acquired Companies, Buyer and its Affiliates have received from or on behalf of the Acquired Companies certain projections, including projected statements of operating revenues and income from operations of the Acquired Companies and certain business plan information of the Acquired Companies. Buyer acknowledges that (a) there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, (b) the accuracy and correctness of such projections and forecasts may be affected by information which may become available through discovery or otherwise after the date of such projection and forecasts, (c) Buyer and its Affiliates are familiar with such uncertainties, (d) Buyer and its Affiliates are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such projections, estimates, projections and forecasts), plans, results, prospects or budgets, and (e) none of the Partnership, Partnership GP or Partnership Managing GP have relied on such information or any other representation or warranty not set forth in Article IV. (b) Each of the Partnership, Partnership GP and Partnership Managing GP has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of Parent and its Subsidiaries and acknowledges that the Partnership, Partnership GP and Partnership Managing GP has been provided access for such purposes. Except for the representations and warranties expressly set forth in Article IV or the ET Support Agreement or in any certificate delivered by ParentSeller, the Parent GP or Merger Sub to the Partnership in accordance with the terms hereof, in entering into this Agreement, each of the Partnership, Partnership GP and Partnership Managing GP has relied solely upon its independent investigation and analysis of Parent and its Subsidiaries, and acknowledges and agrees that they have not been induced by and have not relied upon any representations, warranties or statements, whether express or implied, or information supplied, made by Parent, its Subsidiaries, Acquired Companies or any of their respective affiliates, unitholders, controlling persons Affiliates or representatives (including with respect to the accuracy or completeness thereof) that are not expressly set forth in Article IV or the ET Support Agreement or in any certificate delivered by Parent, the Parent GP or Merger Sub to the Partnership, whether or not such representations, warranties or statements were made in writing or orally. Each Representatives of any of the Partnershipforegoing, Partnership GP and Partnership Managing GP acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IV or the ET Support Agreement or in any certificate delivered by Parent, the Parent GP or Merger Sub to the Partnership, (i) Parent, the Parent GP and Merger Sub do not make, and have not made, are making any representations or warranties relating with respect to themselves such projections or their businesses or otherwise in connection with the transactions contemplated hereby and the Partnership is not relying on any representation or warranty except for those expressly set forth in this Agreement, (ii) no person has been authorized by Parent, the Parent GP or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by the Partnership, Partnership GP or Partnership Managing GP as having been authorized by such partyforecasts, and (iiif) Buyer and its Affiliates shall have no claim against Seller, the Acquired Companies, any estimates, projections, predictions, data, financial information, memoranda, presentations of their respective Affiliates or any Representatives of any of the foregoing or any other materials or information provided or addressed to the Partnership or any of its Representatives are not and shall not be deemed to be or include representations or warrantiesPerson with respect thereto.

No Additional Representations; Non-Reliance. (a) Each of the Partnership, Partnership GP Parent and Partnership Managing GP acknowledges that neither Parent, the Parent GP nor Merger Sub makes are not relying on any representation or warranty as to any matter whatsoever except as expressly set forth in Article IV III or in any certificate delivered by Parent, the Company to Parent GP or and Merger Sub to the Partnership in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that neither Parentacknowledge and agree that, except as expressly set forth in Article III or in any certificate delivered by the Company to Parent and Merger Sub in accordance with the terms hereof, the Parent GP nor Merger Sub Company makes any no representation or warranty with respect to (i) any projections, estimates, forecasts, plans, results, prospects estimates or budgets delivered or made available to the Partnership, the Partnership GP or Partnership Managing GP Parent (or any of their respective its affiliates, officers, directors, employees or Representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of Parent the Company and its Subsidiaries or (ii) the future business and operations of Parent the Company and its Subsidiaries, including as to the accuracy or completeness thereof and the reasonableness of the assumptions underlying such projections, estimates, forecasts, plans, results, prospects or budgets, and none of the Partnership, Partnership GP or Partnership Managing GP have neither Parent nor Merger Sub has relied on such information or any other representation or warranty not set forth in Article IVIII or in any certificate delivered by the Company to Parent and Merger Sub in accordance with the terms hereof. (b) Each of the Partnership, Partnership GP Pxxxxx and Partnership Managing GP has Merger Sub have conducted its their own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of Parent the Company and its Subsidiaries and acknowledges acknowledge that the Partnership, Partnership GP Parent and Partnership Managing GP has Merger Sub have been provided access for such purposes. Except for the representations and warranties expressly set forth in Article IV or the ET Support Agreement III or in any certificate delivered by Parent, the Company to Parent GP or and Merger Sub to the Partnership in accordance with the terms hereof, in entering into this Agreement, each of the Partnership, Partnership GP Parent and Partnership Managing GP has Merger Sub have relied solely upon its their independent investigation and analysis of Parent the Company and its the Company’s Subsidiaries, and acknowledges Parent and agrees Merger Sub acknowledge and agree that they have not been induced by and have not relied upon any representations, warranties or statements, whether express or implied, or information supplied, made by Parentthe Company, its Subsidiaries, or any of their respective affiliates, unitholdersequity holders, controlling persons Persons or representatives (including with respect to the accuracy or completeness thereof) that are not expressly set forth in Article IV or the ET Support Agreement III or in any certificate delivered by Parent, the Company to Parent GP or and Merger Sub to the PartnershipSub, whether or not such representations, warranties or statements were made in writing or orally. Each of the Partnership, Partnership GP Parent and Partnership Managing GP acknowledges Merger Sub acknowledge and agrees agree that, except for the representations and warranties expressly set forth in Article IV or the ET Support Agreement III or in any certificate delivered by Parent, the Company to Parent GP or and Merger Sub to the PartnershipSub, (i) Parent, the Parent GP and Merger Sub do Company does not make, and have has not made, any representations or warranties relating to themselves itself or their businesses its business or otherwise in connection with the transactions contemplated hereby and the Partnership is Parent and Merger Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (ii) no person Person has been authorized by Parent, the Parent GP or Merger Sub Company to make any representation or warranty relating to themselves itself or their its business or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by the Partnership, Partnership GP or Partnership Managing GP Parent and Merger Sub as having been authorized by such partythe Company, and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Partnership Parent and Merger Sub or any of its Representatives their respective representatives are not and shall not be deemed to be or include representations or warrantieswarranties of the Company unless any such materials or information is the subject of any express representation or warranty set forth in Article III or in any certificate delivered by the Company to Parent and Merger Sub in accordance with the terms hereof.