Common use of No Additional Representations or Warranties Clause in Contracts

No Additional Representations or Warranties. Seller acknowledges and agrees that neither Buyer nor any of its Affiliates or their respective owners, managers, directors, officers, employees, agents or representatives has made any representation, warranty or promise, expressed or implied, as to Buyer’s business, its assets, liabilities, condition (financial ability to Close or otherwise) or prospects, except only as expressly set forth in this Agreement. Seller acknowledges and agrees that Seller has not relied, and is not relying, upon any representation, warranty, promise, statement or information (whether written or oral) not expressly made in this Agreement. Seller further acknowledges and agrees that (a) Seller has conducted such investigations of the Buyer’s business, its assets, liabilities, condition (financial ability to Close or otherwise) and prospects as Seller deems necessary or appropriate in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, and (b) in making its decision to execute and consummate the transactions contemplated by this Agreement, is solely relying upon the results of its own investigation and the express representations and warranties made by the Buyer herein. Seller acknowledges and agrees that, in connection with such investigation, Seller may have received from or on behalf of the Buyer or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, capital raising plans and financial projections (“Forward-Looking Statements”), but that none of Buyer, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Seller is not relying thereon. Seller acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statements, and (b) it is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements).

No Additional Representations or Warranties. Seller acknowledges Buyer understands and agrees that neither Buyer nor any of its Affiliates or their respective owners, managers, directors, officers, employees, agents or representatives has made any representation, warranty or promise, expressed or implied, as to Buyer’s business, its assets, liabilities, condition (financial ability to Close or otherwise) or prospects, except only as expressly set forth in this Agreement. Seller acknowledges and ------------------------------------------- agrees that Seller has not reliedis not, and is not relying, upon any representation, warranty, promise, statement or information (whether written or oral) not expressly made in this Agreement. Seller further acknowledges and agrees that (a) Seller has conducted such investigations of the Buyer’s business, its assets, liabilities, condition (financial ability to Close Agreement or otherwise) and prospects as Seller deems necessary in any other agreement or appropriate in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, and (b) in making its decision to execute and consummate the transactions document contemplated by this Agreement, is solely relying upon representing and warranting to Buyer in any way (i) as to the results value or freedom from encumbrances of, or any other matter concerning, any Transferred Assets or (ii) as to the legal sufficiency of its own investigation the attempt to convey title to any Transferred Assets or of the execution, delivery and filing of the express representations Instrument of Assignment and warranties made by the Buyer herein. Seller acknowledges Assumption, IT BEING UNDERSTOOD AND AGREED THAT ALL SUCH ASSETS ARE BEING TRANSFERRED "AS IS, WHERE IS" and agrees that, in connection with such investigationthat subject to Section 5.3, Seller may have received shall not bear the economic and legal risk that (x) any conveyance of such assets shall prove to be insufficient or (y) Buyer's title to any such assets shall be other than good and marketable and free from or on behalf of the encumbrances. Similarly, Buyer or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, capital raising plans and financial projections (“Forward-Looking Statements”), but that none of Buyer, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Seller is not relying thereon. Seller acknowledges understands and agrees that (a) there are uncertainties inherent Seller is not, in this Agreement or in any other agreement or document contemplated by this Agreement, representing or warranting to Buyer in any way that the Forward-Looking Statements, and (b) it is familiar with such uncertainties and is taking full responsibility for making its own evaluation obtaining of the adequacy consents or approvals, the execution and accuracy delivery of any amendatory agreements and the making of the filings and applications contemplated by this Agreement shall satisfy the provisions of all Forward-Looking Statements so furnished (including applicable agreements or the reasonableness requirements of all applicable laws or judgments, it being understood and agreed that, subject to Section 5.3 hereof, Seller shall not bear the assumptions underlying Forward-Looking Statements)economic and legal risk that any necessary consent or approvals are not obtained or that any requirements of law or judgments are not complied with.

No Additional Representations or Warranties. Seller Buyer acknowledges and agrees that neither Buyer Seller nor any of its Affiliates or their respective owners, managers, directors, officers, employees, agents or representatives has made any representation, warranty or promise, expressed or implied, as to Buyer’s businessthe Business, its assetsPurchased Assets, liabilities, condition (financial ability to Close or otherwise) or prospects, except only as expressly set forth in this Agreement. Seller Buyer acknowledges and agrees that Seller Buyer has not relied, and is not relying, upon any representation, warranty, promise, statement or information (whether written or oral) not expressly made in this Agreement. Seller Buyer further acknowledges and agrees that (a) Seller Buyer has conducted such investigations of the Buyer’s businessBusiness, its assetsPurchased Assets, liabilities, condition (financial ability to Close or otherwise) and prospects as Seller Buyer deems necessary or appropriate in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, and (b) in making its decision to execute and consummate the transactions contemplated by this Agreement, is solely relying upon the results of its own investigation and the express representations and warranties made by the Buyer Seller herein. Seller Buyer acknowledges and agrees that, in connection with such investigation, Seller Buyer may have received from or on behalf of the Buyer Seller or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, capital raising plans and financial projections (“Forward-Looking Statements”), but that none of BuyerSeller, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Seller Buyer is not relying thereon. Seller Buyer acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statements, and (b) it is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements).

No Additional Representations or Warranties. Seller acknowledges Except for the specific representations and agrees that neither Buyer nor any of its Affiliates or their respective owners, managers, directors, officers, employees, agents or representatives has made any representation, warranty or promise, expressed or implied, as to Buyer’s business, its assets, liabilities, condition (financial ability to Close or otherwise) or prospects, except only as expressly set forth in this Agreement. Seller acknowledges and agrees that Seller has not relied, and is not relying, upon any representation, warranty, promise, statement or information (whether written or oral) not warranties expressly made by the Shareholder in this Agreement. Seller further Article IV, (a) the Purchaser acknowledges and agrees that (ai) Seller neither the Company nor the Shareholder is making or has conducted such investigations made any representation or warranty, express or implied, at law or in equity, in respect of the Buyer’s businessCompany, its Subsidiaries, or any of the Company’s or its Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial ability or otherwise), including with respect to Close merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the Company and its Subsidiaries, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) and prospects as Seller deems necessary regarding the Company or appropriate any Subsidiary furnished to the Purchaser or its Representatives or made available to the Purchaser or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with the execution of this Agreement and the consummation of the transactions contemplated herebywith, and (b) in making its decision to execute and consummate the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever, and (ii) no Representative of the Shareholder, the Company or any of its Subsidiaries has any authority, express or implied, to make any statements, representations, warranties or agreements regarding the transactions contemplated by and the subject matter of this Agreement not specifically set forth in this Agreement and subject to the express remedies and limitations thereon herein provided; (b) the Purchaser specifically disclaims that it is solely relying upon the results of its own investigation and the express or has relied upon any such other statements, representations and or warranties that were made by the Buyer herein. Seller acknowledges any Person, and agrees that, in connection with such investigation, Seller may have received from or on behalf of the Buyer or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, capital raising plans and financial projections (“Forward-Looking Statements”), but that none of Buyer, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Seller is not relying thereon. Seller acknowledges and agrees that the Company and the Shareholder have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any Person; (ac) there are uncertainties inherent the Purchaser specifically disclaims any obligation or duty by the Shareholder, the Company or its Subsidiaries to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in the Forward-Looking Statements, Article IV; and (bd) it the Purchaser is familiar with such uncertainties acquiring the Company subject only to the specific representations and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements)warranties set forth in Article IV.

No Additional Representations or Warranties. Buyer acknowledges that Seller acknowledges and agrees that neither Buyer nor any of its Affiliates or their respective owners, managers, directors, officers, employees, agents or representatives has not made any representationrepresentation or warranty, warranty or promise, expressed express or implied, as to Buyer’s businessregarding Seller, its assetsthe Business, liabilities, condition (financial ability to Close the Acquired Assets or otherwise) or prospectsthe Assumed Liabilities, except only as for the representations and warranties of Seller expressly set forth in Section 7 of this Agreement. Buyer further agrees that, except with respect to the representations and warranties of Seller expressly set forth in Section 7 of this Agreement, Seller shall not have or be subject to any liability to Buyer or any other Buyer Indemnified Party resulting from the distribution to Buyer, or Buyer’s use of, any information, document or material provided to Buyer or made available to Buyer in the Data Room, management presentations or any other form in expectation of the transactions contemplated by this Agreement, including any estimates, forecasts, plans, financial projections or statements concerning the backlog or pipeline of the Business, as Buyer acknowledges and agrees that Seller has not reliedno representations or warranties are made with respect to any such information, document, material or statement. Xxxxx further acknowledges that there are uncertainties inherent in attempting to make any such estimates, forecasts, projections or statements, that Buyer is familiar with such uncertainties, and that Buyer is not relyingfully responsible for making its own evaluation of the adequacy and accuracy of any such estimates, upon any representationforecasts, warranty, promise, statement projections or information (whether written or oral) not expressly made in this Agreementstatements. Seller Xxxxx further acknowledges and agrees that (a) Seller it has conducted such investigations of Seller and the Buyer’s business, its assets, liabilities, condition (financial ability to Close or otherwise) and prospects Business as Seller it deems necessary or appropriate in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, and (b) in making it and its decision representatives have been permitted access to execute the records, facilities, equipment, Tax Returns, Contracts and consummate other properties and assets of Seller which they have desired and requested to see and/or review, and (c) it and its representatives have had the transactions contemplated by this Agreementopportunity to meet with representatives of Seller to discuss the Business, is solely relying upon the results of its own investigation Acquired Assets and the express Assumed Liabilities. Notwithstanding the foregoing, the foregoing provisions shall not limit or abrogate (i) the representations and warranties made expressly set forth in Section 7 (as modified by the Disclosure Schedule) of this Agreement or Buyer’s right to rely thereon or (ii) Seller’s liability to Buyer herein. Seller acknowledges and agrees that, or any other Buyer Indemnified Party in connection with such investigation, Seller may have received from the event of any Fraud by or on behalf of the Buyer or its Affiliates or their respective ownersSeller. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF BUYER EXPRESSLY SET FORTH IN THIS SECTION 8, managersBUYER MAKES NO REPRESENTATION OR WARRANTY, directorsEXPRESS OR IMPLIED, officersAT LAW OR IN EQUITY, agents or representatives certain estimates, budgets, forecasts, capital raising plans and financial projections (“Forward-Looking Statements”), but that none of Buyer, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Seller is not relying thereon. Seller acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statements, and (b) it is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements)IN RESPECT OF BUYER.

No Additional Representations or Warranties. Seller Buyer acknowledges that Sellers and agrees that neither the Company have not made, and Buyer nor has not relied on, any of its Affiliates representation or their respective ownerswarranty, managers, directors, officers, employees, agents or representatives has made any representation, warranty or promise, expressed express or implied, as to Buyer’s businessregarding Sellers, its the Company, their assets, liabilities, condition (financial ability to Close liabilities or otherwise) operations or prospectsthe Business, except only as for the representations and warranties expressly set forth in this Agreement and the other Transaction Documents. Buyer further agrees that, except with respect to the representations and warranties expressly set forth in this Agreement and the other Transaction Documents, Sellers shall not have or be subject to any liability to Buyer or any of its Affiliates resulting from representations or warranties with respect to any information, document or material provided to Buyer or made available to Buyer in any “data room,” management presentations or any other form in expectation of the transactions contemplated by this Agreement. Seller , including any estimates, forecasts, plans, financial projections or statements concerning the backlog or pipeline of the Company, as Buyer acknowledges that no representations or warranties are made with respect to any such information, document or material and, except with respect to the representations and agrees that Seller warranties expressly set forth in this Agreement and the other Transaction Documents, Buyer has not reliedrelied on any such information, and is not relyingdocument, upon any representation, warranty, promise, material or statement or information (whether written or oral) not expressly made in making its investment decision in connection with this Agreement. Seller Buyer further acknowledges that there are uncertainties inherent in attempting to make any such estimates, forecasts, projections or statements. Buyer further acknowledges and agrees that (a) Seller it has conducted such investigations of the Buyer’s business, its assets, liabilities, condition (financial ability to Close or otherwise) Company and prospects as Seller deems necessary or appropriate the Business in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, the foregoing provisions shall not limit or abrogate (a) the representations and warranties set forth in the Transaction Documents, including those in Section 3 and Section 4 (in each case, as modified by the Disclosure Schedule) of this Agreement, or Buyer’s right to rely thereon or (b) in making its decision to execute and consummate the transactions contemplated by this Agreement, is solely relying upon the results of its own investigation and the express representations and warranties made by the Buyer herein. Seller acknowledges and agrees that, in connection with such investigation, Seller may have received from or on behalf of the Buyer or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, capital raising plans and financial projections (“Forward-Looking Statements”), but that none of Buyer, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Seller is not relying thereon. Seller acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statements, and (b) it is familiar with such uncertainties and is taking full responsibility claim for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements)Fraud against any Person.

No Additional Representations or Warranties. Seller Buyer acknowledges that Sellers, the Company and agrees that neither their representatives and affiliates have not made, and Buyer nor has not relied on, any of its Affiliates representation or their respective ownerswarranty, managers, directors, officers, employees, agents or representatives has made any representation, warranty or promise, expressed express or implied, as to Buyer’s businessregarding Sellers, its the Company, the assets, liabilities, condition (financial ability to Close liabilities or otherwise) operations or prospectsthe Business, except only as for the representations and warranties of the Company and the Sellers expressly set forth in Sections 3 and 4 of this Agreement, respectively, in each case as modified by the Disclosure Schedule. Buyer further agrees that the Company and the Sellers, and their respective representatives and Affiliates, shall not have or be subject to any liability to Buyer or its Affiliates resulting from the distribution to Buyer, or Buyer’s use of, any information, document or material provided to Buyer or made available to Buyer in any “data room,” management presentations or any other form in expectation of the transactions contemplated by this Agreement, including any estimates, forecasts, plans or financial projections of the Company, as Buyer acknowledges that no representations or warranties are made with respect to any such information, document or material and Buyer has not relied on any such information, document or material in making its investment decision in connection with this Agreement. Seller Buyer further acknowledges and agrees that Seller has not reliedthere are uncertainties inherent in attempting to make any such estimates, forecasts or projections, that Buyer is familiar with such uncertainties, and that Buyer is not relyingfully responsible for making its own evaluation of the adequacy and accuracy of any such estimates, upon any representation, warranty, promise, statement forecasts or information (whether written or oral) not expressly made in this Agreementprojections. Seller Buyer further acknowledges and agrees that (ai) Seller it has conducted such investigations of the Buyer’s business, its assets, liabilities, condition (financial ability to Close or otherwise) Company and prospects the Business as Seller it deems necessary or appropriate in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, (ii) it and its representatives have been permitted access to the records, facilities, equipment, Tax Returns, Contracts and other properties and assets of the Company which they and their representatives have desired and requested to see and/or review and (biii) in making it and its decision representatives have had the opportunity to execute and consummate meet with representatives of the transactions contemplated by this Agreement, is solely relying upon Company to discuss the results of its own investigation Business and the express representations and warranties made by the Buyer herein. Seller acknowledges and agrees that, in connection with such investigation, Seller may have received from or on behalf assets of the Buyer Company. In no event shall anything contained in this Section 5(g) be deemed to exclude the Company’s or its Affiliates or their respective ownersany Seller’s liability for Fraud. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5, managersBUYER MAKES NO REPRESENTATION OR WARRANTY, directorsEXPRESS OR IMPLIED, officersAT LAW OR IN EQUITY, agents or representatives certain estimatesAND EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES. EACH OF THE SELLERS, budgetsTHE SELLER REPRESENTATIVE AND THE COMPANY HEREBY ACKNOWLEDGES AND AGREES THAT, forecastsEXCEPT TO THE EXTENT SET FORTH IN THIS SECTION 5, capital raising plans and financial projections (“Forward-Looking Statements”), but that none of Buyer, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Seller is not relying thereon. Seller acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statements, and (b) it is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements)BUYER IS MAKING NO OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT; PROVIDED THAT THE FOREGOING SHALL IN NO EVENT BE DEEMED TO EXCLUDE LIABILITY FOR FRAUD.

No Additional Representations or Warranties. Seller Buyer acknowledges that Seller, the Company and agrees that neither their representatives and Affiliates have not made, and Buyer nor has not relied on, any of its Affiliates representation or their respective ownerswarranty, managers, directors, officers, employees, agents or representatives has made any representation, warranty or promise, expressed express or implied, as to Buyer’s businessregarding Seller, its the Company, their assets, liabilities, condition (financial ability to Close liabilities or otherwise) operations or prospectsthe Business, except only as for the representations and warranties of the Company and Seller expressly set forth in Section 3 and Section 4, respectively, in each case as modified by the Disclosure Schedules. Buyer further agrees that the Company and Seller, and their respective representatives and Affiliates, shall not have or be subject to any liability to Buyer or its Affiliates resulting from the distribution to Buyer, or Buyer’s use of, any information, document or material provided to Buyer or made available to Buyer in any “data room,” management presentations or any other form in expectation of the transactions contemplated by this Agreement. Seller , including any estimates, forecasts, plans or financial projections of the Company, and Buyer acknowledges that no representations or warranties are made with respect to any such information, document or material and agrees that Seller Buyer has not reliedrelied on any such information, document or material in making its investment decision in connection with this Agreement except as such information, documents and materials are represented to in Section 3 and Section 4. Buyer further acknowledges that there are uncertainties inherent in attempting to make any such estimates, forecasts or projections, that Buyer is familiar with such uncertainties, and that Buyer is not relyingfully responsible for making its own evaluation of the adequacy and accuracy of any such estimates, upon any representation, warranty, promise, statement forecasts or information (whether written or oral) not expressly made in this Agreementprojections. Seller Buyer further acknowledges and agrees that (a) Seller it has conducted such investigations of the Buyer’s business, its assets, liabilities, condition (financial ability to Close or otherwise) Company and prospects the Business as Seller it deems necessary or appropriate in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, and (bnothing in this Section 5(g) in making its decision to execute and consummate shall limit or abrogate the transactions contemplated by this Agreement, is solely relying upon the results of its own investigation and the express representations and warranties made set forth in Section 3 and Section 4 (in each case, as modified by the Buyer herein. Seller acknowledges and agrees that, in connection with such investigation, Seller may have received from Disclosure Schedule) of this Agreement or on behalf of the Buyer or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, capital raising plans and financial projections (“Forward-Looking Statements”), but that none of Buyer, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Seller is not relying ’s right to rely thereon. Seller acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statements, and (b) it is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements).

No Additional Representations or Warranties. Seller acknowledges Except for the specific representations and agrees that neither Buyer nor any of its Affiliates or their respective owners, managers, directors, officers, employees, agents or representatives has made any representation, warranty or promise, expressed or implied, as to Buyer’s business, its assets, liabilities, condition (financial ability to Close or otherwise) or prospects, except only as expressly set forth in this Agreement. Seller acknowledges and agrees that Seller has not relied, and is not relying, upon any representation, warranty, promise, statement or information (whether written or oral) not warranties expressly made by Northstar in this Agreement. Seller further Article IV, (a) First Surgical acknowledges and agrees that (ai) Seller neither Northstar nor any Subsidiary is making or has conducted such investigations made any representation or warranty, express or implied, at law or in equity, in respect of the Buyer’s businessNorthstar or its Subsidiaries, its or any of their respective businesses, assets, liabilities, operations, prospects, or condition (financial ability or otherwise), including with respect to Close merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, prospects, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) and prospects as Seller deems necessary furnished to First Surgical or appropriate its Representatives or made available to First Surgical or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with the execution of this Agreement and the consummation of the transactions contemplated herebywith, and (b) in making its decision to execute and consummate the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever, and (ii) no Representative of Northstar or any of its Subsidiaries has any authority, express or implied, to make any statements, representations, warranties or agreements regarding the transactions contemplated by and the subject matter of this Agreement not specifically set forth in this Agreement and subject to the express remedies and limitations thereon herein provided; (b) First Surgical specifically disclaims that it is solely relying upon the results of its own investigation and the express or has relied upon any such other statements, representations and or warranties that were made by the Buyer herein. Seller acknowledges any Person, and agrees that, in connection with such investigation, Seller may have received from or on behalf of the Buyer or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, capital raising plans and financial projections (“Forward-Looking Statements”), but that none of Buyer, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Seller is not relying thereon. Seller acknowledges and agrees that Northstar has specifically disclaimed and does hereby specifically disclaim any such other representation or warranty made by any Person; (ac) there are uncertainties inherent First Surgical specifically disclaims any obligation or duty by Northstar or its Subsidiaries to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in the Forward-Looking Statements, Article IV; and (bd) it First Surgical is familiar with such uncertainties entering into the transaction contemplated by this Agreement subject only to the specific representations and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements)warranties set forth in Article IV.

No Additional Representations or Warranties. Seller acknowledges The Buyer and agrees the Merger Sub each acknowledge that neither Buyer nor any of its Affiliates or their respective ownersthe Shareholders, managers, directors, officers, employees, agents or representatives has the Representative and Generac have not made any representationrepresentation or warranty, warranty or promise, expressed express or implied, as to Buyer’s business, its assets, liabilities, condition (financial ability to Close the accuracy or otherwise) completeness of any information regarding the Shareholders or prospectsGenerac, except only as for the representations and warranties of Generac expressly set forth in this Agreement. Seller acknowledges and agrees that Seller has not reliedAgreement or the Disclosure Schedule, and is the Buyer and the Merger Sub each further agree that the Shareholders, the Representative, Generac, Xxxxxxx Xxxxx & Co. and Xxxxx Fargo Securities, LLC, shall not relyinghave or be subject to any liability to the Buyer, upon the Merger Sub or any representationother Person resulting from the distribution to the Buyer or the Merger Sub, warrantyor the Buyer’s or the Merger Sub’s use of, promiseany such information, statement including, without limitation, the Confidential Memorandum prepared by Xxxxxxx Xxxxx & Co. and Xxxxx Fargo Securities, LLC and any information, document or information material provided to or made available to the Buyer or the Merger Sub in any “data room” (whether written including without limitation the electronic data room maintained by IntraLinks), management presentations or oral) not expressly made any other form in expectation of the transactions contemplated by this Agreement. Seller The Buyer and the Merger Sub further acknowledges acknowledge and agrees agree that (ai) Seller has conducted they are reasonably satisfied with such investigations of the Buyer’s business, Generac and its assets, liabilities, condition (financial ability to Close or otherwise) and prospects as Seller deems necessary or appropriate business that they have conducted in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, (ii) they and (b) in making its decision their representatives have been permitted access to execute the records, facilities, equipment, tax returns, contracts and consummate the transactions contemplated by this Agreement, is solely relying upon the results other properties and assets of its own investigation Generac which they and the express representations their representatives have desired and warranties made by the Buyer herein. Seller acknowledges and agrees that, in connection with such investigation, Seller may have received from or on behalf of the Buyer or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, capital raising plans and financial projections (“Forward-Looking Statements”), but that none of Buyer, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Seller is not relying thereon. Seller acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statementsrequested to see and/or review, and (biii) it is familiar they and their representatives have had the opportunity to meet with such uncertainties representatives of Generac to discuss the business and is taking full responsibility for making its own evaluation assets of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements)Generac. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF GENERAC EXPRESSLY SET FORTH IN §3 HEREOF OR THE DISCLOSURE SCHEDULE, NONE OF THE SHAREHOLDERS, THE REPRESENTATIVE NOR GENERAC MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE SHAREHOLDERS, GENERAC OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES OR OPERATIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND GENERAC, THE SHAREHOLDERS AND THE REPRESENTATIVE EXPRESSLY DISCLAIM ANY SUCH REPRESENTATION OR WARRANTY. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF GENERAC SET FORTH IN §3 HEREOF OR THE DISCLOSURE SCHEDULE, THE BUYER AND THE MERGER SUB AGREE THAT THE SHARES AND GENERAC ARE BEING ACQUIRED ON AN “AS IS” AND “WHERE IS” BASIS.

No Additional Representations or Warranties. Seller Buyer acknowledges and agrees that it (i) has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Business, the Properties and the Facilities and (ii) has been furnished with or given adequate access to such representatives of the Sellers, and books, records and other information about the Business as it has requested. The Buyer acknowledges that neither the Sellers nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Sellers, the Facilities, the Properties or the Business, except as expressly set forth in this Agreement and the Disclosure Schedules. The Buyer further agrees that, except to the extent of fraud or intentional misconduct, neither the Sellers nor any other person shall have, or be subject to, any Liability to either of the Buyer or any other person resulting from the distribution to, or the use by, the Buyer, any of its Affiliates or their financiers and any of its respective owners, managers, directors, officers, employees, agents agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives has of any such information, including the descriptive memorandum prepared by UBS and any information, document or material made available to them in the “data room” or an internet site provided by the Sellers, management presentations or any representation, warranty or promise, expressed or implied, as to Buyer’s business, its assets, liabilities, condition (financial ability to Close or otherwise) or prospects, except only as expressly set forth in this Agreement. Seller acknowledges and agrees that Seller has not relied, and is not relying, upon any representation, warranty, promise, statement or information (whether written or oral) not expressly made in this Agreement. Seller further acknowledges and agrees that (a) Seller has conducted such investigations of the Buyer’s business, its assets, liabilities, condition (financial ability to Close or otherwise) and prospects as Seller deems necessary or appropriate other form in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, and (b) in making its decision to execute and consummate the transactions contemplated by this AgreementAgreement (all of the foregoing, is solely relying upon the results of its own investigation and the express representations and warranties made “Diligence Materials”). With respect to any such projection or forecast delivered by the Buyer herein. Seller acknowledges and agrees that, in connection with such investigation, Seller may have received from or on behalf of Sellers to Buyer, the Buyer or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, capital raising plans and financial projections (“Forward-Looking Statements”), but that none of Buyer, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Seller is not relying thereon. Seller acknowledges and agrees that (ai) there are uncertainties inherent in the Forward-Looking Statementsattempting to make such projections and forecasts, and (bii) it is familiar with such uncertainties and uncertainties, (iii) it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements such projections and forecasts so furnished to it and (including the reasonableness of the assumptions underlying Forward-Looking Statements)iv) it shall have no claim against any Seller with respect thereto.

No Additional Representations or Warranties. Seller acknowledges Except for the specific representations and agrees that neither Buyer nor any of its Affiliates or their respective owners, managers, directors, officers, employees, agents or representatives has made any representation, warranty or promise, expressed or implied, as to Buyer’s business, its assets, liabilities, condition (financial ability to Close or otherwise) or prospects, except only as expressly set forth in this Agreement. Seller acknowledges and agrees that Seller has not relied, and is not relying, upon any representation, warranty, promise, statement or information (whether written or oral) not warranties expressly made by First Surgical in this Agreement. Seller further Article III, (a) Northstar acknowledges and agrees that (ai) Seller neither First Surgical nor any Subsidiary is making or has conducted such investigations made any representation or warranty, express or implied, at law or in equity, in respect of the Buyer’s businessFirst Surgical or its Subsidiaries (including FS Surgical and FS Hospital), its or any of their respective businesses, assets, liabilities, operations, prospects, or condition (financial ability or otherwise), including with respect to Close merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, prospects, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) and prospects as Seller deems necessary regarding FS Surgical or appropriate FS Hospital furnished to Northstar or its Representatives or made available to the Northstar or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with the execution of this Agreement and the consummation of the transactions contemplated herebywith, and (b) in making its decision to execute and consummate the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever, and (ii) no Representative of First Surgical or any of its Subsidiaries has any authority, express or implied, to make any statements, representations, warranties or agreements regarding the transactions contemplated by and the subject matter of this Agreement not specifically set forth in this Agreement and subject to the express remedies and limitations thereon herein provided; (b) Northstar specifically disclaims that it is solely relying upon the results of its own investigation and the express or has relied upon any such other statements, representations and or warranties that were made by the Buyer herein. Seller acknowledges any Person, and agrees that, in connection with such investigation, Seller may have received from or on behalf of the Buyer or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, capital raising plans and financial projections (“Forward-Looking Statements”), but that none of Buyer, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Seller is not relying thereon. Seller acknowledges and agrees that First Surgical has specifically disclaimed and does hereby specifically disclaim any such other representation or warranty made by any Person; (ac) there are uncertainties inherent Northstar specifically disclaims any obligation or duty by First Surgical or its Subsidiaries to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in the Forward-Looking Statements, Article III; and (bd) it Northstar is familiar with such uncertainties entering into the transaction contemplated by this Agreement subject only to the specific representations and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements)warranties set forth in Article III.

No Additional Representations or Warranties. Seller acknowledges and agrees that neither Buyer nor any of its Affiliates or their respective owners, managers, directors, officers, employees, agents or representatives has made any representation, warranty or promise, expressed or implied, as to (a)In connection with Buyer’s business, its assets, liabilities, condition (financial ability to Close or otherwise) or prospects, except only as expressly set forth in this Agreement. Seller acknowledges and agrees that Seller has not relied, and is not relying, upon any representation, warranty, promise, statement or information (whether written or oral) not expressly made in this Agreement. Seller further acknowledges and agrees that (a) Seller has conducted such investigations 's investigation of the Buyer’s businessCompany, its assets, liabilities, condition (financial ability to Close or otherwise) and prospects as Seller deems necessary or appropriate in connection with Buyer has received from the execution of this Agreement Company and the consummation of the transactions contemplated herebySellers, and (b) in making its decision to execute and consummate the transactions contemplated by this Agreement, is solely relying upon the results of its own investigation and the express representations and warranties made by the Buyer herein. Seller acknowledges and agrees that, in connection with such investigation, Seller may have received from or on behalf of the Buyer or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, capital raising plans and financial projections (“Forward-Looking Statements”), but that none of Buyer, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Seller is not relying thereonCompany. Seller Buyer acknowledges and agrees that (ai) there are uncertainties inherent in the Forward-Looking Statementsattempting to make such estimates, forecasts, plans and projections, (bii) it Buyer is familiar with such uncertainties and uncertainties, (iii) Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements estimates, forecasts, plans and projections so furnished to it (including the reasonableness of the assumptions underlying Forward-Looking Statementssuch estimates, forecasts, plans and projections) and (iv) Buyer has not relied on the Company's estimates, forecasts, plans and financial projections in making its investment decision in connection with this Agreement. Accordingly, none of Sellers or the Company make any representation or warranty with respect to such estimates, forecasts, plans and projections (including any such underlying assumptions). Notwithstanding the above, all such estimates, forecasts, plans and projections were prepared in good faith, and are not fraudulent or intentionally inaccurate of deficient. (b)EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANY EXPRESSLY SET FORTH IN SECTIONS 3 AND 4 HEREOF, NONE OF SELLERS NOR THE COMPANY MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF SELLERS, THE COMPANY OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES OR OPERATIONS. Notwithstanding the foregoing or any other provisions hereof, this Section 3.29 shall not in any way (i) alter, change or limit any representations, warranties or covenants of the Sellers contained in this Agreement, (b) alter, change or limit Buyer's right to rely on the representations, warranties and covenants of the Sellers or the Company contained in this Agreement, (c) limit Buyer's right to indemnification (subject to the provisions of Section 10) for any breach of any representations, warranties or covenants of the Company or the Sellers contained in this Agreement, and/or (d) alter, change or limit Buyer's right to pursue any and all available rights and remedies in the case of Sellers' intentional fraud. 4.