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

No Additional Representations or Warranties; Non-Reliance. (a) The Partnership and the General Partner acknowledge that none of Parent, Merger Sub or GP 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, Merger Sub or GP Merger Sub to the Partnership in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that none of Parent, Merger Sub or GP Merger Sub makes any representation or warranty with respect to (i) any projections, estimates or budgets delivered or made available to the Partnership or the General Partner (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 neither the Partnership nor the General Partner has relied on such information or any other information or representation or warranty not set forth in Article IV. (b) The Partnership and the General Partner have conducted their own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of Parent and its Subsidiaries and acknowledge that the Partnership and the General Partner have been provided access for such purposes. Except for the representations and warranties expressly set forth in Article IV or in any certificate delivered by Parent or Merger Sub to the Partnership in accordance with the terms hereof, in entering into this Agreement, the Partnership and the General Partner have relied solely upon their independent investigation and analysis of Parent and its Subsidiaries, and the Partnership and the General Partner acknowledge and agree that they have not been induced by and have not relied upon any representations, warranties or statements, whether express or implied, made, or information supplied, by Parent, its Subsidiaries, or any of their respective Affiliates, unitholders, controlling Persons, officers, employees, or Representatives (including with respect to the accuracy or completeness thereof) that are not expressly set forth in Article IV or in any certificate delivered by Parent, Merger Sub or GP Merger Sub to the Partnership, whether or not such representations, warranties or statements were made, or such other information was supplied, in writing or orally. The Partnership and the General Partner acknowledge and agree that, except for the representations and warranties expressly set forth in Article IV or in any certificate delivered by Parent, Merger Sub or GP Merger Sub to the Partnership, (i) Parent, Merger Sub and GP 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, Merger Sub or GP 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 or the General Partner 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 officers, employees or Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article IV.

No Additional Representations or Warranties; Non-Reliance. (a) The Each of Parent, Merger Sub and GP Merger Sub acknowledge that the Partnership and the General Partner acknowledge that none of Parent, Merger Sub or GP Merger Sub makes do 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 the Partnership or General Partner to Parent, Merger Sub or GP Merger Sub to the Partnership in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that none of Parent, Merger Sub or GP Merger Sub makes any the Partnership and the General Partner make no representation or warranty with respect to (i) any projections, estimates or budgets delivered or made available to the Partnership Parent, Merger Sub or the General Partner 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 and completeness thereof, and neither the Partnership Parent, Merger Sub nor the General Partner GP Merger Sub has relied on such information or any other information representations or representation or warranty warranties not set forth in Article IVIII. (b) The Partnership Each of Parent, Merger Sub and the General Partner GP Merger Sub have conducted 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 acknowledge that the Partnership Parent, Merger Sub and the General Partner GP Merger Sub have been provided access for such purposes. Except for the representations and warranties expressly set forth in Article IV III or in any certificate delivered by Parent or Merger Sub to the Partnership or the General Partner to Parent and/or the Merger Subs in accordance with the terms hereof, in entering into this Agreement, the Partnership each of Parent, Merger Sub and the General Partner GP Merger Sub have relied solely upon their its independent investigation and analysis of Parent and its Subsidiaries, and the Partnership and the General Partner Partnership’s Subsidiaries, and Parent, Merger Sub and GP 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, made, or information supplied, by Parentthe Partnership, its the General Partner or their respective Subsidiaries, or any of their respective Affiliates, unitholdersequity holders, controlling Persons, officers, employees, or Representatives (including with respect to the accuracy or completeness thereof) that are not expressly set forth in Article IV III or in any certificate delivered by the Partnership or the General Partner to Parent, Merger Sub or GP Merger Sub to the PartnershipSub, whether or not such representations, warranties or statements were made, or such other information was supplied, in writing or orally. The Partnership Each of Parent, Merger Sub and the General Partner GP Merger Sub acknowledge and agree that, except for the representations and warranties expressly set forth in Article IV III or in any certificate delivered by the Partnership or the General Partner to Parent, Merger Sub or GP Merger Sub to the PartnershipSub, (i) Parent, Merger Sub and GP Merger Sub do the 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, Merger Sub and GP 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, Merger Sub the Partnership or GP Merger Sub the General Partner 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 Parent, Merger Sub or the General Partner 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, Merger Sub or GP Merger Sub or any of its their officers, employees or Representatives are not and shall not be deemed to be or include representations or warranties of the Partnership unless any such materials or information is the subject of any express representation or warranty set forth in Article IVIII.

No Additional Representations or Warranties; Non-Reliance. (a) The Partnership and the General Partner acknowledge acknowledges that none of Parent, Merger Sub or GP 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, Merger Sub or GP Merger Sub to the Partnership in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that none of Parent, Merger Sub or GP Merger Sub makes any representation or warranty with respect to (ia) any projections, estimates or budgets delivered or made available to the Partnership or the General Partner (or any of their respective Affiliatesaffiliates, 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 (iib) the future business and operations of Parent and its Subsidiaries, including as to the accuracy or completeness thereof, and neither the Partnership nor the General Partner has not relied on such information or any other information or representation or warranty not set forth in Article IV. (b) The Partnership and the General Partner have has conducted their 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 acknowledge acknowledges that the Partnership and the General Partner have has been provided access for such purposes. Except for the representations and warranties expressly set forth in Article IV or in any certificate delivered by Parent or Merger Sub to the Partnership in accordance with the terms hereof, in entering into this Agreement, the Partnership and the General Partner have has relied solely upon their its independent investigation and analysis of Parent and its Subsidiaries, and the Partnership acknowledges and the General Partner acknowledge and agree 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, made, or information supplied, made by Parent, its Subsidiaries, or any of their respective Affiliatesaffiliates, unitholders, controlling Persons, officers, employees, persons or Representatives (including with respect to the accuracy or completeness thereof) representatives that are not expressly set forth in Article IV or in any certificate delivered by Parent, Merger Sub Sub, or GP Merger Sub to the Partnership, whether or not such representations, warranties or statements were made, or such other information was supplied, made in writing or orally. The Partnership acknowledges and the General Partner acknowledge and agree agrees that, except for the representations and warranties expressly set forth in Article IV or in any certificate delivered by Parent, Merger Sub or GP Merger Sub to the Partnership, (i) Parent, Merger Sub and GP 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 person has been authorized by Parent, Merger Sub or GP 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 or the General Partner 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 officers, employees or Representatives representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article IV.

No Additional Representations or Warranties; Non-Reliance. (a) The Each of Parent, Merger Sub and GP Merger Sub acknowledge that the Partnership and the General Partner acknowledge that none of Parent, Merger Sub or GP Merger Sub makes do 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 the Partnership or General Partner to Parent, Merger Sub or GP Merger Sub to the Partnership in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that none of Parent, Merger Sub or GP Merger Sub makes any the Partnership and the General Partner make no representation or warranty with respect to (i) any projections, estimates or budgets delivered or made available to the Partnership Parent, Merger Sub or the General Partner GP Merger Sub (or any of their respective Affiliatesaffiliates, 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 neither the Partnership Parent, Merger Sub nor the General Partner GP Merger Sub has relied on such information or any other information representations or representation or warranty warranties not set forth in Article IVIII. (b) The Partnership Each of Parent, Merger Sub and the General Partner GP Merger Sub have conducted 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 acknowledge that the Partnership Parent, Merger Sub and the General Partner GP Merger Sub have been provided access for such purposes. Except for the representations and warranties expressly set forth in Article IV III or in any certificate delivered by Parent or Merger Sub to the Partnership or the General Partner to Parent and/or the Merger Subs in accordance with the terms hereof, in entering into this Agreement, the Partnership each of Parent, Merger Sub and the General Partner GP Merger Sub have relied solely upon their its independent investigation and analysis of Parent and its Subsidiaries, and the Partnership and the General Partner Partnership’s Subsidiaries, and Parent, Merger Sub and GP 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, mademade by the Partnership, the General Partner or information supplied, by Parent, its their Subsidiaries, or any of their respective Affiliatesaffiliates, unitholdersequityholders, controlling Persons, officers, employees, persons or Representatives (including with respect to the accuracy or completeness thereof) representatives that are not expressly set forth in Article IV III or in any certificate delivered by the Partnership or the General Partner to Parent, Merger Sub or GP Merger Sub to the PartnershipSub, whether or not such representations, warranties or statements were made, or such other information was supplied, made in writing or orally. The Partnership Each of Parent, Merger Sub and the General Partner GP Merger Sub acknowledge and agree that, except for the representations and warranties expressly set forth in Article IV III or in any certificate delivered by the Partnership or the General Partner do to Parent, Merger Sub or GP Merger Sub to the PartnershipSub, (i) Parent, Merger Sub and GP Merger Sub do the 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, Merger Sub and GP 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, Merger Sub the Partnership or GP Merger Sub the General Partner 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 Parent, Merger Sub or the General Partner 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, Merger Sub or GP Merger Sub or any of its officers, employees or Representatives their representatives are not and shall not be deemed to be or include representations or warranties of the Partnership unless any such materials or information is the subject of any express representation or warranty set forth in Article IVIII.