Common use of No Additional Representations Clause in Contracts

No Additional Representations. (i) The Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement.

No Additional Representations. (ia) The Purchaser Rowan acknowledges that the Company Ensco does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and Article IV or in any certificate delivered by Ensco to Rowan in accordance with the Company pursuant to this Agreementterms hereof, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company ) that Ensco makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Bi) any projections, estimates or budgets delivered or made available to the Purchaser (Rowan, any of its affiliates or any of its Affiliates, their respective officers, directors, employees or other representatives) Representatives of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company Ensco and its Subsidiaries or (Cii) the future business and operations of the Company Ensco and its Subsidiaries, and the Purchaser Rowan has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this AgreementArticle IV. (iib) The Purchaser Rowan has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company Ensco and its Subsidiaries and acknowledges the Purchaser that Rowan has been provided with sufficient access for such purposes. The Purchaser Except for the representations and warranties expressly set forth in Article IV or in any certificate delivered to Rowan by Ensco in accordance with the terms hereof, in entering into this Agreement, Rowan has relied solely upon its independent investigation and analysis of Ensco and Ensco’s Subsidiaries, and Rowan acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Ensco, its Subsidiaries, or any of their respective affiliates, shareholders, controlling persons or Representatives that are not expressly set forth in Article IV or in any certificate delivered to Rowan by Ensco, whether or not such representations, warranties or statements were made in writing or orally. Rowan acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and Article IV or in any certificate delivered by Ensco to Rowan (i) Ensco does not make, and has not made, any representations or warranties relating to itself or its business or otherwise in connection with the Company pursuant to transactions contemplated hereby and Rowan is not relying on any representation or warranty except for those expressly set forth in this Agreement, (iii) no person has been authorized by the Company Ensco to make any representation or warranty relating to itself or its business or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must may not be relied upon by the Purchaser Rowan as having been authorized by the Company, Ensco and (iiiii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser Rowan, any of its affiliates or any of its Affiliates their respective officers, directors, employees or representatives Representatives are not and shall not be deemed to be or include representations or warranties of the Company Ensco unless any such materials or information are is the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this AgreementArticle IV.

No Additional Representations. (ia) The Except for the representations and warranties made by Purchaser acknowledges that the Company does not make in this Article IV, neither Purchaser, its Subsidiaries nor any representation other Person makes any express or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no implied representation or warranty with respect to (A) any matters relating to the CompanyPurchaser, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the businesstheir respective businesses, operations, assets, liabilities, results conditions (financial or otherwise) or prospects, and each of operationsPurchaser and Purchaser hereby disclaims any such other representations or warranties. In particular, financial condition and prospects without limiting the foregoing disclaimer, none of the Company and Purchaser, its Subsidiaries and acknowledges the Purchaser or any other Person makes or has been provided made any representation or warranty to Company or any of its Affiliates or Representatives with sufficient access for such purposes. The Purchaser acknowledges and agrees that, respect to (i) except for the representations and warranties expressly set forth made by Purchaser in Section 3.01 and in this Article IV, any certificate delivered by the Company pursuant to this Agreementfinancial projection, (i) no person has been authorized by the Company to make any representation forecast, estimate, budget or warranty prospect information relating to itself Purchaser, any of its Subsidiaries or its business their respective businesses or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by the Purchaser as having been authorized by the Company, and (ii) except for the representations and warranties made by Purchaser in this Article IV, any estimates, projections, predictions, data, financial information, memoranda, presentations oral or any other materials or written information provided or addressed presented to the Purchaser Company or any of its Affiliates or representatives are not Representatives in the course of their due diligence investigation of Purchaser, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and shall not be deemed to be agrees that neither Company nor any other Person has made or include is making any representations or warranties of the relating to Company unless whatsoever, express or implied, beyond those expressly given by Company in Article III hereof, including any such materials or information are the subject of any express implied representation or warranty set forth in Section 3.01 as to the accuracy or completeness of this Agreement and in any certificate delivered by the information regarding Company pursuant furnished or made available to this AgreementPurchaser, its Subsidiaries or any of their respective Representatives.

No Additional Representations. (ia) The Purchaser Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that neither the Company does not make nor any person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article III hereof, including any implied representation or warranty as to the accuracy or completeness of any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by information regarding the Company pursuant furnished or made available to this AgreementParent, and specifically (but without Merger Sub or any of their respective affiliates, officers, directors, employees or Representatives. Without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 each of Parent and in any certificate delivered by the Company pursuant to this Agreement, the Company makes Merger Sub acknowledges that no representation representations or warranty warranties are made with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Ba) any projections, estimates or budgets delivered or made available to the Purchaser Parent or Merger Sub (or any of its Affiliatestheir respective affiliates, officers, directors, employees or other representativesRepresentatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (Cb) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not each case except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (b) Parent and Merger Sub each acknowledge and agree that it (i) has had the opportunity to meet with the management of the Company and to discuss the business, assets and liabilities of the Company and its Subsidiaries, (ii) The Purchaser has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (iii) has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects investigation of the Company and its Subsidiaries Subsidiaries, their respective businesses, assets, liabilities and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered Transactions contemplated by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement.

No Additional Representations. (i) The Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and or in any certificate delivered by the Company pursuant to this Agreement.

No Additional Representations. (ia) The Purchaser acknowledges that Notwithstanding anything contained in this Agreement to the contrary, the Company does not make acknowledges and agrees that neither the Parent nor Merger Sub has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV hereof, including any implied representation or warranty as to the accuracy or completeness of any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by information regarding the Parent or Merger Sub furnished or made available to the Company pursuant to this Agreementor any of its affiliates, and specifically (but without officers, directors, employees or Representatives. Without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes acknowledges that no representation representations or warranty warranties are made with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Ba) any projections, estimates or budgets delivered or made available to the Purchaser Company (or any of its Affiliatesaffiliates, officers, directors, employees or other representativesRepresentatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company Parent and its Subsidiaries or (Cb) the future business and operations of the Company Parent and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not each case except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (b) The Company acknowledges and agrees that it (i) has had the opportunity to meet with the management of Parent and to discuss the business, assets and liabilities of the Parent and its Subsidiaries, (ii) The Purchaser has been afforded the opportunity to ask questions of and receive answers from officers of Parent, and (iii) has conducted its own independent review and analysis investigation of the businessParent and its Subsidiaries, operationstheir respective businesses, assets, liabilities, results of operations, financial condition liabilities and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement.

No Additional Representations. (i) The Purchaser acknowledges that it and its representatives have been permitted full and complete access to the books and records, facilities, tax returns, contracts and other properties and assets of the Company does not make that it and its representatives have desired or requested to see or review, and that it and its representatives have had a full opportunity to meet with the officers and employees of the Seller to discuss the business of the Company. The Purchaser acknowledges and agrees that (a) it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Company and its business, (b) none of the Seller, the Company, their representatives or any other Person has made any representation or warranty warranty, expressed or implied, as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant or its business or the accuracy or completeness of any information regarding the Company or its business furnished or made available to this Agreement, Purchaser and specifically (but without limiting the generality of the foregoing), thatits representatives, except as expressly set forth in Section 3.01 and in any certificate delivered by this Agreement or the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwiseAncillary Agreements, (Bc) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on any representation or been induced by such information warranty from the Seller, the Company, their representatives or any other representations or warranties (whether express or implied or made orally or Person in writing) not determining to enter into this Agreement, except as expressly set forth in Section 3.01 and in any certificate delivered by this Agreement or the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the CompanyAncillary Agreements, and (iid) any estimates, projections, predictions, data, financial information, memoranda, presentations none of the Seller or any other materials Person shall have or information provided or addressed be subject to any liability to the Purchaser or any other Person resulting from the distribution to the Purchaser, or the Purchaser’s use of, any such information, including any information, documents or material made available to the Purchaser in any physical or electronic “data rooms”, management presentations or in any other form in expectation of its Affiliates or representatives are not and the Transactions. The Purchaser acknowledges that, should the Purchase Date occur, the Purchaser shall not be deemed to be or include representations or warranties acquire the assets of the Company unless without any such materials or information are the subject of any express representation or warranty as to merchantability or fitness for any particular purpose, in an “as is” condition and on a “where is” basis, except as otherwise expressly set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this AgreementAncillary Agreements.

No Additional Representations. (ia) The Purchaser Buyer acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and Article III or in any certificate delivered by Company to Buyer in accordance with the Company pursuant to this Agreementterms hereof, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the ) that Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Bi) any projections, estimates or budgets delivered or made available to the Purchaser (Buyer, any of its affiliates or any of its Affiliates, their respective officers, directors, employees or other representatives) Representatives of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (Cii) the future business and operations of the Company and its Subsidiaries, and the Purchaser Buyer has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this AgreementArticle III. (iib) The Purchaser Buyer has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition condition, estimates, projections and prospects of the Company and its Subsidiaries and acknowledges the Purchaser that Buyer has been provided with sufficient access for such purposes. The Purchaser Except for the representations and warranties expressly set forth in Article III or in any certificate delivered to Buyer by Company in accordance with the terms hereof, in entering into this Agreement, Buyer has relied solely upon its independent investigation and analysis of Company and Company’s Subsidiaries, and Buyer acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Company, its Subsidiaries, or any of their respective affiliates, shareholders, controlling persons or Representatives that are not expressly set forth in Article III or in any certificate delivered to Buyer by Company, whether or not such representations, warranties or statements were made in writing or orally. Buyer acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and Article III or in any certificate delivered by Company to Buyer (i) Company does not make, and has not made, any representations or warranties relating to itself or its business or otherwise in connection with the Company pursuant to transactions contemplated hereby and Buyer is not relying on any representation or warranty except for those expressly set forth in this Agreement, (iii) no person has been authorized by the Company to make any representation or warranty relating to itself or its business or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must may not be relied upon by the Purchaser Buyer as having been authorized by the Company, Company and (iiiii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser Buyer, any of its affiliates or any of its Affiliates their respective officers, directors, employees or representatives Representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this AgreementCompany.

No Additional Representations. (i) The Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this AgreementCompany.

No Additional Representations. (ia) The Purchaser acknowledges ETP Parties, HHI and Merger Sub acknowledge that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and Article III or in any certificate delivered by the Company pursuant to this Agreementthe ETP Parties, HHI or Merger Sub in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, ) that the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Ba) any projections, estimates or budgets delivered or made available to the Purchaser ETP Parties, HHI or Merger Sub (or any of its Affiliatestheir respective affiliates, officers, directors, employees or other representativesRepresentatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (Cb) the future business and operations of the Company and its Subsidiaries, and none of the Purchaser ETP Parties, HHI or Merger Sub has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this AgreementArticle III. (iib) The Purchaser has ETP Parties, HHI and 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 the Company and its Subsidiaries and acknowledges the Purchaser has acknowledge that ETP, HHI and Merger Sub have been provided with sufficient access for such purposes. Except for the representations and warranties expressly set forth in Article III or in any certificate delivered to the ETP Parties, HHI and Merger Sub by the Company in accordance with the terms hereof, in entering into this Agreement, each of the ETP Parties, HHI and Merger Sub have relied solely upon its independent investigation and analysis of the Company and the Company’s Subsidiaries, and the ETP Parties, HHI and Merger Sub acknowledge and agree that they have not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Company, its Subsidiaries, or any of their respective affiliates, stockholders, controlling persons or representatives that are not expressly set forth in Article III or in any certificate delivered by ETP to the Company, whether or not such representations, warranties or statements were made in writing or orally. The Purchaser acknowledges ETP Parties, HHI and agrees Merger Sub acknowledge and agree that, except for the representations and warranties expressly set forth in Section 3.01 and Article III or in any certificate delivered by the Company pursuant to the ETP Parties, HHI or Merger Sub, (i) the Company does not make, or has not made, any representations or warranties relating to itself or its business or otherwise in connection with the transactions contemplated hereby and the ETP Parties, HHI and Merger Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (iii) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser ETP Parties, HHI or Merger Sub as having been authorized by the Company, and (iiiii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser ETP Parties, HHI or Merger Sub or any of its Affiliates or their representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are is the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this AgreementArticle III.

No Additional Representations. (ia) The Purchaser Company acknowledges that the Company does not make no Linn Party makes any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and Article IV or in any certificate delivered by LinnCo to the Company pursuant to this Agreementin accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in ) that no Linn Party makes any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Bi) any projections, estimates or budgets delivered or made available to the Purchaser Company (or any of its Affiliatesaffiliates, officers, directors, employees or other representativesRepresentatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company Linn Parties and its their respective Subsidiaries or (Cii) the future business and operations of the Company Linn Parties and its their respective Subsidiaries, and the Purchaser Company has not relied on or been induced by such information or any other representations representation or warranties (whether express or implied or made orally or in writing) warranty not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this AgreementArticle IV. (iib) The Purchaser Company has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company Linn Parties and its their respective Subsidiaries and acknowledges that the Purchaser Company has been provided with sufficient access for such purposes. Except for the representations and warranties expressly set forth in Article IV or in any certificate delivered to the Company by LinnCo in accordance with the terms hereof, in entering into this Agreement, the Company has relied solely upon its independent investigation and analysis of the Linn Parties, and the Company acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Linn Parties or any of their respective Subsidiaries, affiliates, stockholders, controlling persons or Representatives that are not expressly set forth in Article IV or in any certificate delivered by LinnCo or Linn to the Company, whether or not such representations, warranties or statements were made in writing or orally. The Purchaser Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and Article IV or in any certificate delivered by LinnCo or Linn to the Company, (i) the Linn Parties do not make, and have not made, any representations or warranties relating to themselves or their businesses or otherwise in connection with the Transactions and the Company pursuant to is not relying on any representation or warranty except for those expressly set forth in this Agreement, (iii) no person has been authorized by the Company Linn Parties to make any representation or warranty relating to itself themselves or its their business or otherwise in connection with the transactions contemplated herebyTransactions, and if made, such representation or warranty must not be relied upon by the Purchaser Company as having been authorized by the Companysuch party, and (iiiii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser Company or any of its Affiliates or representatives Representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are is the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this AgreementArticle IV.

No Additional Representations. (ia) The Purchaser acknowledges Parent and Merger Sub acknowledge that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and Article III or in any certificate delivered by the Company pursuant to this AgreementParent or Merger Sub in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, ) that the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Bi) any projections, estimates or budgets delivered or made available to the Purchaser Parent or Merger Sub (or any of its Affiliatestheir respective affiliates, officers, directors, employees or other representativesRepresentatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (Cii) the future business and operations of the Company and its Subsidiaries, and the Purchaser neither Parent nor Merger Sub has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this AgreementArticle III. (iib) The Purchaser has Parent and 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 the Company and its Subsidiaries and acknowledges the Purchaser has acknowledge that Parent and Merger Sub have been provided with sufficient access for such purposes. The Purchaser acknowledges Except for the representations and agrees warranties expressly set forth in Article III or in any certificate delivered to Parent and Merger Sub by the Company in accordance with the terms hereof, in entering into this Agreement, each of Parent and Merger Sub have relied solely upon its independent investigation and analysis of the Company and the Company’s Subsidiaries, and Parent and 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 by the Company, its Subsidiaries, or any of their respective affiliates, stockholders, controlling persons or Representatives that are not expressly set forth in Article III or in any certificate delivered by Parent to the Company, whether or not such representations, warranties or statements were made in writing or orally. Parent and Merger Sub acknowledge and agree that, except for the representations and warranties expressly set forth in Section 3.01 and Article III or in any certificate delivered by the Company pursuant to Parent Parties or Merger Sub, (i) the Company does not make, and has not made, any representations or warranties relating to itself or its business or otherwise in connection with the transactions contemplated hereby and Parent and Merger Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (iii) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser Parent or Merger Sub as having been authorized by the Company, and (iiiii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser Parent or Merger Sub or any of its Affiliates or representatives their Representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are is the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this AgreementArticle III.

No Additional Representations. (ia) The Purchaser Each Party acknowledges that the Company other Party does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 with regard to the Company, in Section 3.02 with regard to the Purchaser, and in any certificate delivered by the Company respective Party pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except (i) as expressly set forth in Section 3.01 with regard to the Company and Section 3.02 with regard to the Purchaser and in any certificate delivered by the Company respective Party pursuant to this Agreement, the Company neither Party makes no any representation or warranty with respect to (A) any matters relating to the Companysuch Party, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to applicable the Purchaser Party (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company applicable Party and its Subsidiaries or (C) the future business and operations of the Company applicable Party and its Subsidiaries, and the Purchaser Party has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 with regard to the Company or Section 3.02 with regard to the Purchaser and in any certificate delivered by the Company applicable Party pursuant to this Agreement. (iib) The Purchaser Each Party has conducted had the opportunity to conduct its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company other Party and its Subsidiaries and acknowledges the Purchaser other Party has been provided with sufficient the opportunity to access such information for such other purposes. The Purchaser Each Party acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 with regard to the Company or Section 3.02 with regard to the Purchaser and in any certificate delivered by the Company such Party pursuant to this Agreement, (i) no person has been authorized by the Company such Party to make any representation or warranty relating to itself or its business or otherwise in connection with the transactions Transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by the Purchaser other Party as having been authorized by the Companysuch Party, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser other Party or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company such Party unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 with regard to the Company or Section 3.02 with regard to the Purchaser of this Agreement and in any certificate delivered by the Company such Party pursuant to this Agreement.

No Additional Representations. (ia) The Purchaser Company acknowledges that the Company Buyer does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and Article IV or in any certificate delivered by Buyer to Company in accordance with the Company pursuant to this Agreementterms hereof, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company ) that Buyer makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Bi) any projections, estimates or budgets delivered or made available to the Purchaser (Company, any of its affiliates or any of its Affiliates, their respective officers, directors, employees or other representatives) Representatives of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company Buyer and its Subsidiaries or (Cii) the future business and operations of the Company Buyer and its Subsidiaries, and the Purchaser Company has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this AgreementArticle IV. (iib) The Purchaser Company has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition condition, estimates, projections and prospects of the Company Buyer and its Subsidiaries and acknowledges the Purchaser that Company has been provided with sufficient access for such purposes. The Purchaser Except for the representations and warranties expressly set forth in Article IV or in any certificate delivered to Company by Buyer in accordance with the terms hereof, in entering into this Agreement, Company has relied solely upon its independent investigation and analysis of Buyer and Buyer’s Subsidiaries, and Company acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Buyer, its Subsidiaries, or any of their respective affiliates, shareholders, controlling persons or Representatives that are not expressly set forth in Article IV or in any certificate delivered to Company by Buyer, whether or not such representations, warranties or statements were made in writing or orally. Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and Article IV or in any certificate delivered by Buyer to Company (i) Buyer does not make, and has not made, any representations or warranties relating to itself or its business or otherwise in connection with the transactions contemplated hereby and Company pursuant to is not relying on any representation or warranty except for those expressly set forth in this Agreement, (iii) no person has been authorized by the Company Buyer to make any representation or warranty relating to itself or its business or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must may not be relied upon by the Purchaser Company as having been authorized by the Company, Buyer and (iiiii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser Company, any of its affiliates or any of its Affiliates their respective officers, directors, employees or representatives Representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this AgreementBuyer.

No Additional Representations. (i) The Purchaser acknowledges that Except for the Company does not make representations and warranties contained in this Section 4.01 and any representation schedules or warranty as to any matter whatsoever except as expressly set forth certificates delivered in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreementconnection herewith, the Company makes no other representation or warranty warranty, express or implied, written or oral, and hereby, to the maximum extent permitted by applicable Law, disclaims any such representation or warranty, whether by the Company or any other Person, with respect to the Company or with respect to (A) any matters relating to the CompanyCompany and its Subsidiaries, its businesstheir respective businesses, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries. (ii) The Company acknowledges that the Purchaser makes no representation or warranty as to any matter whatsoever except as expressly set forth in Section 4.02 and in any certificate delivered by the Purchaser pursuant to this Agreement, and the Purchaser Company has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 4.02 and in any certificate delivered by the Company Purchaser pursuant to this Agreement. (iiiii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 4.02 and in any certificate delivered by the Company Purchaser pursuant to this Agreement, (iA) no person has been authorized by the Company Purchaser to make any representation or warranty relating to itself or its business the Purchaser or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by the Purchaser Company as having been authorized by the CompanyPurchaser, and (iiB) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser Company or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company Purchaser unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 4.02 of this Agreement and in any certificate delivered by the Company Purchaser pursuant to this Agreement.

No Additional Representations. (i) The Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement. (ii) No disclosure or offering document has been prepared in connection with the offer and sale of the Securities by any of Xxxxx & Company LLC or its affiliates (together, the “Placement Agents”). Purchaser agrees that none of the Placement Agents shall be liable to it (including in contract, tort, under federal or state securities laws or otherwise) for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Offering, except for any such Placement Agent’s own gross negligence, willful misconduct or bad faith. The Placement Agents and their respective directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Securities or the accuracy, completeness or adequacy of any information supplied to the Purchaser by the Company. In connection with the issue and purchase of the Securities, the Placement Agents have not acted as any Purchaser’s financial advisors or fiduciaries. (iii) Purchaser acknowledges that certain information provided to it was based on projections, and such projections were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. Purchaser acknowledges that such information and projections were prepared without the participation of the Placement Agents and that the Placement Agents do not assume responsibility for independent verification of, or the accuracy or completeness of, such information or projections. (iv) (a) Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects investigation of the Company and the Securities and it has not relied on any statements or other information provided by the Placement Agents concerning the Company or the Securities or the offer and sale of the Securities, (b) Purchaser has had access to, and an adequate opportunity to review, financial and other information as it deems necessary to make its Subsidiaries and acknowledges decision to purchase the Securities, (c) Purchaser has been provided offered the opportunity to ask questions of the Company and received answers thereto, including on the financial information, as it deemed necessary in connection with sufficient access for such purposesits decision to purchase the Securities; and (d) Purchaser has made its own assessment and has satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Securities. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement, (iA) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the Company, and (iiB) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and or in any certificate delivered by the Company pursuant to this Agreement.

No Additional Representations. (ia) The Purchaser Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that neither the Company does not make nor any person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article III hereof, including any implied representation or warranty as to the accuracy or completeness of any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by information regarding the Company pursuant furnished or made available to this AgreementParent, and specifically (but without Merger Sub or any of their respective affiliates, officers, directors, employees or Representatives. Without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 each of Parent and in any certificate delivered by the Company pursuant to this Agreement, the Company makes Merger Sub acknowledges that no representation representations or warranty warranties are made with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Ba) any projections, estimates or budgets delivered or made available to the Purchaser Parent or Merger Sub (or any of its Affiliatestheir respective affiliates, officers, directors, employees or other representativesRepresentatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (Cb) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not each case except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (b) Parent and Merger Sub each acknowledge and agree that it (i) has had the opportunity to meet with the management of the Company and to discuss the business, assets and liabilities of the Company and its Subsidiaries, (ii) The Purchaser has been afforded the opportunity to ask questions of and receive answers from officers of the Company, and (iii) has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects investigation of the Company and its Subsidiaries Subsidiaries, their respective businesses, assets, liabilities and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement.

No Additional Representations. Purchaser acknowledges that it and its representatives have been permitted full and complete access to the books and records, facilities, equipment, Tax Returns (other than any consolidated Tax Return of the AGA Consolidated Group), contracts, insurance policies (or summaries thereof) and other properties and JV Assets that it and its representatives have requested to see or review, and that it and its representatives have had a full opportunity to meet with the officers and employees of the JV Entities to discuss the business of the JV Entities. Purchaser acknowledges that (i) The Purchaser acknowledges that none of Seller, AGA-USA, AGA, the Company does not make JV Entities or any other person has made any representation or warranty warranty, expressed or implied, as to any matter whatsoever except as expressly set forth in Section 3.01 JV Entity or the accuracy or completeness of any information regarding the JV Entities furnished or made available to Purchaser and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), thatits representatives, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation other Transaction Documents or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwiseSchedules, (Bii) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on any representation or been induced by such information warranty or any other representations statement from Seller, AGA-USA, AGA, the JV Entities or warranties (whether express or implied or made orally or any other person in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant determining to enter into this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 this Agreement and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the Companyother Transaction Documents, and (iiiii) any estimatesnone of Seller, projectionsAGA-USA, predictionsAGA, data, financial information, memoranda, presentations the JV Entities or any other materials person shall have or information provided or addressed be subject to the any liability to Purchaser or any of its Affiliates other person resulting from the distribution to Purchaser, or representatives are not Purchaser’s use of, any such information, including the Confidential Information Memorandum prepared by BMO Xxxxxxx Xxxxx Inc. dated February 7, 2015, and shall not be deemed any information, documents or material made available to be Purchaser in any “data rooms”, management presentations or include representations or warranties in any other form in expectation of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this AgreementTransactions.

No Additional Representations. (i) The Purchaser acknowledges Each of Parent, Merger Sub and Merger LLC has undertaken an independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and the Company Subsidiaries. Parent, Merger Sub and Merger LLC acknowledge that in entering into this Agreement, each relied solely upon its independent investigation and analysis and the representations and warranties of the Company and the Company Subsidiaries set forth in Section 3 and that the Company does not make any makes no representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and this Agreement or in any certificate delivered by the Company pursuant to this AgreementParent, Merger Sub or Merger LLC in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, ) that the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Ba) any projections, estimates or budgets delivered or made available to the Purchaser Parent, Merger Sub or Merger LLC (or any of its Affiliatestheir respective affiliates, officers, directors, employees or other representativesParent Representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (Cb) the future business and operations of the Company and its Subsidiaries. Absent fraud, the Company, the Company Subsidiaries, and their respective affiliates, shareholders and members, and the Purchaser has not relied on Company Representatives shall have no liability or been induced by such responsibility based upon any information or any other representations or warranties (whether express or implied provided or made orally available or in writing) not statements made or omissions therefrom to Parent, the Parent Subsidiaries or the Parent Representatives, except as and only to the extent expressly set forth in Section 3.01 and in any certificate delivered this Agreement (as qualified by the Company pursuant to this AgreementDisclosure Letter). (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement.

No Additional Representations. (i) The Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its Subsidiaries or any of its or its Subsidiaries' business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement.

No Additional Representations. (ia) The Purchaser acknowledges that the Company does Sodium is not make relying on any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and Article III or in any certificate delivered by the Company pursuant to this AgreementSodium in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 ) that Sodium is not relying on and in any certificate delivered by the Company pursuant to this Agreement, acknowledges and agrees that the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Ba) any projections, estimates or budgets delivered or made available to the Purchaser Sodium and Sodium US (or any of its their respective Affiliates, officers, directors, employees or other representativesRepresentatives (acting on Sodium’s behalf)) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (Cb) the future business and operations of the Company and its Subsidiaries, and the Purchaser Sodium has not relied on or been induced by such information or any other representations representation or warranties (whether express or implied or made orally or in writing) warranty not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this AgreementArticle III. (iib) The Purchaser Sodium has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser that Sodium has been provided with sufficient access for such purposes. The Purchaser Except for the representations and warranties expressly set forth in Article III or in any certificate delivered by Company to Sodium in accordance with the terms hereof, in entering into this Agreement, Sodium has relied solely upon its independent investigation and analysis of the Company and the Company’s Subsidiaries, and Sodium acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Company, its Subsidiaries, or any of their respective Affiliates, unitholders, stockholders, controlling persons or representatives that are not expressly set forth in Article III or in any certificate delivered by the Company to Sodium, whether or not such representations, warranties or statements were made in writing or orally. Sodium acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and Article III or in any certificate delivered by the Company pursuant to this AgreementSodium, (i) the Company does not make, and has not made, any representations or warranties relating to itself or its business or otherwise in connection with the Transactions and Sodium is not relying on any representation or warranty except for those expressly set forth in Article III or in any certificate delivered by the Company to Sodium, (ii) no person has been authorized by the Company to make any representation or warranty relating to itself or its business or otherwise in connection with the transactions contemplated herebyTransactions, and if made, such representation or warranty must not be relied upon by the Purchaser Sodium as having been authorized by the Company, Company and (iiiii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser Sodium or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are is the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this AgreementArticle III.

No Additional Representations. (ia) The Purchaser acknowledges Parent and Merger Sub acknowledge that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and Article III or in any certificate delivered by the Company pursuant to this AgreementParent or Merger Sub in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, ) that the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Ba) any projections, estimates or budgets delivered or made available to the Purchaser Parent or Merger Sub (or any of its Affiliatestheir respective affiliates, officers, directors, employees or other representativesRepresentatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (Cb) the future business and operations of the Company and its Subsidiaries, and the Purchaser neither Parent nor Merger Sub has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this AgreementArticle III. (iib) The Purchaser has Parent and 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 the Company and its Subsidiaries and acknowledges the Purchaser has acknowledge that Parent and Merger Sub have been provided with sufficient access for such purposes. The Purchaser acknowledges Except for the representations and agrees warranties expressly set forth in Article III or in any certificate delivered by the Company to Parent and/or Merger Sub in accordance with the terms hereof, in entering into this Agreement, each of Parent and Merger Sub have relied solely upon its independent investigation and analysis of the Company and the Company’s Subsidiaries, and Parent and Merger Sub acknowledge and agree that they have not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Company, its Subsidiaries, or any of their respective affiliates, stockholders, controlling persons or representatives that are not expressly set forth in Article III or in any certificate delivered by the Company to Parent and Merger Sub, whether or not such representations, warranties or statements were made in writing or orally. Parent and Merger Sub acknowledge and agree that, except for the representations and warranties expressly set forth in Section 3.01 and Article III or in any certificate delivered by the Company pursuant to the Parent or Merger Sub, (i) the Company does not make, and has not made, any representations or warranties relating to itself or its business or otherwise in connection with the transactions contemplated hereby and Parent and Merger Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (iii) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser Parent or Merger Sub as having been authorized by the Company, and (iiiii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser Parent or Merger Sub or any of its Affiliates or their representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are is the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this AgreementArticle III.

No Additional Representations. (ia) The Purchaser acknowledges Linn Parties acknowledge that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and Article III or in any certificate delivered by the Company pursuant to this Agreementa Linn Party in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, ) that the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Ba) any projections, estimates or budgets delivered or made available to the Purchaser a Linn Party (or any of its Affiliatestheir respective affiliates, officers, directors, employees or other representativesRepresentatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (Cb) the future business and operations of the Company and its Subsidiaries, and the Purchaser no Linn Party has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this AgreementArticle III. (iib) The Purchaser has Linn Parties have conducted its their own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has acknowledge that they have been provided with sufficient access for such purposes. Except for the representations and warranties expressly set forth in Article III or in any certificate delivered to a Linn Party by the Company in accordance with the terms hereof, in entering into this Agreement, the Linn Parties have relied solely upon their independent investigation and analysis of the Company and the Company’s Subsidiaries, and the Linn Parties 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 by the Company, its Subsidiaries, or any of their respective affiliates, stockholders, controlling persons or other Representatives that are not expressly set forth in Article III or in any certificate delivered by the Company to a Linn Party, whether or not such representations, warranties or statements were made in writing or orally. The Purchaser acknowledges Linn Parties acknowledge and agrees agree that, except for the representations and warranties expressly set forth in Section 3.01 and Article III or in any certificate delivered by the Company pursuant to a Linn Party, (i) the Company does not make, or has not made, any representations or warranties relating to itself or its business or otherwise in connection with the Transactions and the Linn Parties are not relying on any representation or warranty except for those expressly set forth in this Agreement, (iii) no person has been authorized by the Company to make any representation or warranty relating to itself or its business or otherwise in connection with the transactions contemplated herebyTransactions, and if made, such representation or warranty must not be relied upon by the Purchaser a Linn Party as having been authorized by the Company, and (iiiii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser a Linn Party or any of its Affiliates or representatives their Representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are is the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this AgreementArticle III.

No Additional Representations. (ia) The Purchaser acknowledges that the Company does Sodium US and Merger Sub are not make relying on any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and Article III or in any certificate delivered by the Company pursuant to this AgreementSodium US or Merger Sub in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing)) that Sodium US and Merger Sub are not relying on, that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, Sodium US and Merger Sub acknowledge and agree that the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Bi) any projections, estimates or budgets delivered or made available to the Purchaser Sodium US or Merger Sub (or any of its their respective Affiliates, officers, directors, employees or other representativesRepresentatives (acting on Sodium’s behalf)) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (Cii) the future business and operations of the Company and its Subsidiaries, and the Purchaser has Sodium US and Merger Sub have not relied on or been induced by such information or any other representations representation or warranties (whether express or implied or made orally or in writing) warranty not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this AgreementArticle III. (iib) The Purchaser has Sodium US and 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 the Company and its Subsidiaries Subsidiaries. Except for the representations and acknowledges warranties expressly set forth in Article III or in any certificate delivered by the Purchaser Company to Sodium US or Merger Sub in accordance with the terms hereof, in entering into this Agreement, each of Sodium US and Merger Sub has relied solely upon its independent investigation and analysis of the Company and the Company’s Subsidiaries, and Sodium US and Merger Sub acknowledge and agree that they have not been provided with sufficient access for induced by and have not relied upon any representations, warranties or statements, whether express or implied, made by the Company, its Subsidiaries, or any of their respective Affiliates, unitholders, stockholders, controlling persons or representatives that are not expressly set forth in Article III or in any certificate delivered by the Company to Sodium US and Merger Sub, whether or not such purposesrepresentations, warranties or statements were made in writing or orally. The Purchaser acknowledges Sodium US and agrees Merger Sub acknowledge and agree that, except for the representations and warranties expressly set forth in Section 3.01 and Article III or in any certificate delivered by the Company pursuant to this Agreementthe Sodium US or Merger Sub, (i) the Company does not make, and has not made, any representations or warranties relating to itself or its business or otherwise in connection with the Transactions and Sodium US and Merger Sub are not relying on any representation or warranty except for those expressly set forth in Article III or in any certificate delivered by the Company to Sodium, (ii) no person has been authorized by the Company to make any representation or warranty relating to itself or its business or otherwise in connection with the transactions contemplated herebyTransactions, and if made, such representation or warranty must not be relied upon by the Purchaser Sodium US or Merger Sub as having been authorized by the Company, and (iiiii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser Sodium US or Merger Sub or any of its Affiliates or their representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are is the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this AgreementArticle III.

No Additional Representations. (ia) The Purchaser Company acknowledges that the Company does not make neither Parent nor Merger Sub makes any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and Article IV or in any certificate delivered by Parent or Merger Sub to the Company pursuant to this Agreementin accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in ) that neither Parent nor Merger Sub makes any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Bi) any projections, estimates estimates, budgets or other information (including the accuracy or completeness of, or reasonableness of the assumptions underlying such projection, estimates, budgets or other information) delivered or made available to the Purchaser Company (or any of its their respective Affiliates, officers, directors, employees or other representativesRepresentatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company Parent and its Subsidiaries or (Cii) the future business business, prospects and operations of the Company Parent and its Subsidiaries, and the Purchaser Company has not relied on or been induced by such information or any other representations representation or warranties (whether express or implied or made orally or in writing) warranty not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this AgreementArticle IV. (iib) The Purchaser Company has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company Parent and its Subsidiaries and acknowledges that the Purchaser Company has been provided with sufficient access for such purposes. Except for the representations and warranties expressly set forth in Article IV or in any certificate delivered to the Company by Parent and Merger Sub in accordance with the terms hereof, in entering into this Agreement, the Company has relied solely upon its independent investigation and analysis of Parent and Parent’s Subsidiaries, and the Company acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Parent, its Subsidiaries, or any of their respective Affiliates, shareholders, controlling persons or representatives that are not expressly set forth in Article IV or in any certificate delivered by Parent or Merger Sub to the Company, whether or not such representations, warranties or statements were made in writing or orally. The Purchaser Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and Article IV or in any certificate delivered by Parent or Merger Sub to the Company, (i) Parent does not make, or has not made, any representations or warranties relating to themselves or their businesses or otherwise in connection with the transactions contemplated hereby and the Company pursuant to is not relying on any representation or warranty except for those expressly set forth in this Agreement, (iii) no person has been authorized by the Company Parent to make any representation or warranty relating to itself themselves or its 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 Purchaser Company as having been authorized by the Companysuch party, and (iiiii) any estimates, forecasts, projections, predictions, data, financial information, memoranda, documentation, presentations or any other materials or information provided or addressed to the Purchaser Company or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are is the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this AgreementArticle IV.

No Additional Representations. (i) The Purchaser acknowledges that the Company Group does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and 3.01, in any certificate delivered by the Company Group pursuant to this Agreement or as expressly set forth in any other Transaction Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and 3.01, in any certificate delivered by the Company Group pursuant to this Agreement or as expressly set forth in any other Transaction Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees Affiliates or other representativesRepresentatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries Group or (C) the future business and operations of the Company and its SubsidiariesGroup, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and 3.01, in any certificate delivered by the Company Group pursuant to this Agreement or as expressly set forth in any other Transaction Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries Group and acknowledges the such Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and 3.01, in any certificate delivered by the Company Group pursuant to this Agreement or as expressly set forth in any other Transaction Agreement, (i) no person has been authorized by the Company Group to make any representation or warranty relating to itself or 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 such Purchaser as having been authorized by the CompanyCompany Group, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives Representatives are not and shall not be deemed to be or include representations or warranties of the Company Group unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and Agreement, in any certificate delivered by the Company Group pursuant to this Agreement or as expressly set forth in any other Transaction Agreement.

No Additional Representations. (ia) The Purchaser acknowledges Holders acknowledge that neither the Company does not make nor the Operating Partnership makes any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement3, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by that neither the Company pursuant to this Agreement, nor the Company Operating Partnership makes no any representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Bi) any projections, estimates or budgets delivered or made available to the Purchaser Holders (or any of its Affiliatestheir Affiliates or their respective, officers, directors, employees trustees or other representativesemployees) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (Cii) the future business and operations of the Company and its Subsidiaries, and none of the Purchaser has not Holders relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement3. (iib) The Purchaser Each Holder has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser that each Holder has been provided with sufficient access for such purposes. The Purchaser Except for the representations and warranties expressly set forth in Section 3 by the Company and the Operating Partnership in accordance with the terms hereof, in entering into this Agreement, each Holder has relied solely upon its independent investigation and analysis of the Company and its Subsidiaries, and each Holder acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Company, its Subsidiaries or any of their respective affiliates, shareholders, controlling persons or representatives that are not expressly set forth in Section 3, whether or not such representations, warranties or statements were made in writing or orally. Each Holder acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement3, (i) no person has been authorized by the Company to make or the Operating Partnership does not make, or has not made, any representation representations or warranty warranties relating to itself or its business or otherwise in connection with the transactions contemplated herebyTransactions and no Holder is relying on any representation or warranty except for those expressly set forth in this Agreement, (ii) no person has been authorized by the Company or the Operating Partnership to make any representation or warranty relating to either of them or their respective businesses or otherwise in connection with the Transactions, and if made, such representation or warranty must not be relied upon by the Purchaser Holders as having been authorized by the CompanyCompany or the Operating Partnership, and (iiiii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser Holders or any of its their respective Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company or the Operating Partnership unless any such materials or information are is the subject of any express representation or warranty set forth in Section 3.01 3 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement.

No Additional Representations. (ia) The Purchaser Ensco acknowledges that the Company Rowan does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and Article III or in any certificate delivered by Rowan to Ensco in accordance with the Company pursuant to this Agreementterms hereof, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company ) that Rowan makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Bi) any projections, estimates or budgets delivered or made available to the Purchaser (Ensco, any of its affiliates or any of its Affiliates, their respective officers, directors, employees or other representatives) Representatives of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company Rowan and its Subsidiaries or (Cii) the future business and operations of the Company Rowan and its Subsidiaries, and the Purchaser Ensco has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this AgreementArticle III. (iib) The Purchaser Ensco has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company Rowan and its Subsidiaries and acknowledges the Purchaser that Ensco has been provided with sufficient access for such purposes. The Purchaser Except for the representations and warranties expressly set forth in Article III or in any certificate delivered to Ensco by Rowan in accordance with the terms hereof, in entering into this Agreement, Ensco has relied solely upon its independent investigation and analysis of Rowan and Rowan’s Subsidiaries, and Ensco acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Rowan, its Subsidiaries, or any of their respective affiliates, shareholders, controlling persons or Representatives that are not expressly set forth in Article III or in any certificate delivered to Ensco by Rowan, whether or not such representations, warranties or statements were made in writing or orally. Ensco acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and Article III or in any certificate delivered by Rowan to Ensco (i) Rowan does not make, and has not made, any representations or warranties relating to itself or its business or otherwise in connection with the Company pursuant to transactions contemplated hereby and Ensco is not relying on any representation or warranty except for those expressly set forth in this Agreement, (iii) no person has been authorized by the Company Rowan to make any representation or warranty relating to itself or its business or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must may not be relied upon by the Purchaser Ensco as having been authorized by the Company, Rowan and (iiiii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser Ensco, any of its affiliates or any of its Affiliates their respective officers, directors, employees or representatives Representatives are not and shall not be deemed to be or include representations or warranties of the Company Rowan unless any such materials or information are is the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this AgreementArticle III.

No Additional Representations. (ia) The Purchaser acknowledges that the Company does Exelixis, its Affiliates, and its and their directors, officers, employees, agents or contractors shall not make any representation have or warranty as be subject to any matter whatsoever liability to Wyeth or any Third Party resulting from the provision to Wyeth, or Wyeth’s use of, any such information, documents or material made available to Wyeth in any “data rooms”, management presentations or in any other form in expectation of the transactions contemplated hereby, except to the extent such information, documents or materials are covered by the representations or warranties of Exelixis expressly set forth in this Article 7, provided that all such information, documents or material be made available in their original state, without redaction or alteration. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) Except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 Sections 7.1 and in any certificate delivered by the Company pursuant to 7.2 of this Agreement, : (i) there are no person has been authorized representations or warranties by the Company either Party of any kind, express or implied, with respect to make any representation Licensed Compounds (including its research, Development, manufacture or warranty relating to itself or 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 Purchaser as having been authorized by the Company, Commercialization); and (ii) any estimatesEXELIXIS NEITHER MAKES OR EXTENDS ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this AgreementINCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE OR USE OF ANY LICENSED COMPOUND OR PRODUCT OR ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

No Additional Representations. (ia) The Purchaser Investor acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this AgreementArticle 3, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this AgreementArticle 3, the Company makes no representation or warranty with respect to (Ai) any matters relating to the Company, Company or its Subsidiaries or their respective business, financial condition, results of operations, prospects or otherwise, (Bii) any projections, estimates or budgets delivered or made available to the Purchaser Investor (or any of its Affiliatesaffiliates, officers, directors, employees or other representatives) of ), including with respect to future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries Subsidiaries, or (Ciii) the future business and operations of the Company and its Subsidiaries, and the Purchaser Investor has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this AgreementArticle 3. (iib) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser Investor acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this AgreementArticle 3, (i) no person has been authorized by the Company or any of its Subsidiaries to make any representation or warranty relating to itself the Company or its business or otherwise in connection with the transactions contemplated herebyby this Agreement, and if made, such representation or warranty must shall not be relied upon by the Purchaser Investor as having been authorized by the CompanyCompany or any of its Subsidiaries, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser Investor or any of its Affiliates affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this AgreementArticle 3.

No Additional Representations. (ia) The Purchaser acknowledges ETP Parties and Merger Sub acknowledge that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and Article III or in any certificate delivered by the Company pursuant to this Agreementthe ETP Parties or Merger Sub in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, ) that the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Ba) any projections, estimates or budgets delivered or made available to the Purchaser ETP Parties or Merger Sub (or any of its Affiliatestheir respective affiliates, officers, directors, employees or other representativesRepresentatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (Cb) the future business and operations of the Company and its Subsidiaries, and neither the Purchaser ETP Parties nor Merger Sub has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this AgreementArticle III. (iib) The Purchaser has ETP Parties and 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 the Company and its Subsidiaries and acknowledges the Purchaser has acknowledge that ETP and Merger Sub have been provided with sufficient access for such purposes. Except for the representations and warranties expressly set forth in Article III or in any certificate delivered to the ETP Parties and Merger Sub by the Company in accordance with the terms hereof, in entering into this Agreement, each of the ETP Parties and Merger Sub have relied solely upon its independent investigation and analysis of the Company and the Company’s Subsidiaries, and the ETP Parties and Merger Sub acknowledge and agree that they have not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Company, its Subsidiaries, or any of their respective affiliates, stockholders, controlling persons or representatives that are not expressly set forth in Article III or in any certificate delivered by ETP to the Company, whether or not such representations, warranties or statements were made in writing or orally. The Purchaser acknowledges ETP Parties and agrees Merger Sub acknowledge and agree that, except for the representations and warranties expressly set forth in Section 3.01 and Article III or in any certificate delivered by the Company pursuant to the ETP Parties or Merger Sub, (i) the Company does not make, or has not made, any representations or warranties relating to itself or its business or otherwise in connection with the transactions contemplated hereby and the ETP Parties and Merger Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (iii) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser ETP Parties or Merger Sub as having been authorized by the Company, and (iiiii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser ETP Parties or Merger Sub or any of its Affiliates or their representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are is the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this AgreementArticle III.

No Additional Representations. (ia) The Purchaser acknowledges that the Company does is not make relying on any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 Article IV and Article V or in any certificate or other transaction document delivered by Sodium, Sodium US or Merger Sub to the Company pursuant to this Agreementin accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing)) acknowledges and agrees that that neither Sodium, that, except as expressly set forth in Section 3.01 and in Sodium US nor Merger Sub makes any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Bi) any projections, estimates or budgets delivered or made available to the Purchaser Company (or any of its Affiliatesaffiliates, officers, directors, employees or other representativesRepresentatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company Sodium US and its Subsidiaries or (Cii) the future business and operations of the Company Sodium US and its Subsidiaries, and that the Purchaser Company has not relied on or been induced by such other information or any other representations representation or warranties (whether express or implied or made orally or in writing) warranty not expressly set forth in Section 3.01 Article IV and in any certificate delivered by the Company pursuant to this Agreement.Article V. (iib) The Purchaser Company has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of Sodium and its Subsidiaries. Except for the representations and warranties expressly set forth in Article IV and Article V or in any certificate delivered by Sodium, Sodium US or Merger Sub to the Company in accordance with the terms hereof, in entering into this Agreement, the Company has relied solely upon its independent investigation and its Subsidiaries analysis of Sodium, Sodium US and Sodium US’s Subsidiaries, and the Company acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Sodium, Sodium US, Sodium US’s Subsidiaries, or any of their respective affiliates, stockholders, controlling persons or representatives that are not expressly set forth in Article IV or Article V or in any certificate delivered by Sodium, Sodium US or Merger Sub to the Purchaser has been provided Company in accordance with sufficient access for the terms hereof, whether or not such purposesrepresentations, warranties or statements were made in writing or orally. The Purchaser Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and Article IV or Article V or in any certificate delivered by Sodium, Sodium US or Merger Sub to the Company pursuant to this AgreementCompany, (i) Sodium, Sodium US or 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 and the Company is not relying on any representation or warranty except for those expressly set forth in Article IV or Article V or in any certificate delivered by Sodium or Merger Sub to the Company in accordance with the terms hereof, (ii) no person has been authorized by the Company Sodium, Sodium US or Merger Sub to make any representation or warranty relating to itself themselves or its their business or otherwise in connection with the transactions contemplated herebyTransactions, and if made, such representation or warranty must not be relied upon by the Purchaser Company as having been authorized by the Companysuch party, and (iiiii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser Company or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are is the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement.Article IV or Article V.

No Additional Representations. (ia) The Purchaser acknowledges Parent and Merger Sub acknowledge that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and Article III or in any certificate delivered by the Company pursuant to this AgreementParent or Merger Sub in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, ) that the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Bi) any projections, estimates estimates, budgets (including without limitation the Company 2015 Budget) or other information (including the accuracy or completeness of, or the reasonableness of the assumptions underlying such projection, estimates, budgets or other information) delivered or made available to the Purchaser Parent or Merger Sub (or any of its their respective Affiliates, officers, directors, employees or other representativesRepresentatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (Cii) the future business business, prospects and operations of the Company and its Subsidiaries, and the Purchaser neither Parent nor Merger Sub has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this AgreementArticle III. (iib) The Purchaser has Parent and 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 the Company and its Subsidiaries and acknowledges the Purchaser has acknowledge that Parent and Merger Sub have been provided with sufficient access for such purposes. The Purchaser acknowledges Except for the representations and agrees warranties expressly set forth in Article III or in any certificate delivered to Parent and Merger Sub by the Company in accordance with the terms hereof, in entering into this Agreement, each of Parent and Merger Sub have relied solely upon its independent investigation and analysis of the Company and the Company’s Subsidiaries, and Parent and 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 by the Company, its Subsidiaries, or any of their respective Affiliates, shareholders, controlling persons or representatives that are not expressly set forth in Article III or in any certificate delivered by Parent to the Company, whether or not such representations, warranties or statements were made in writing or orally. Parent and Merger Sub acknowledge and agree that, except for the representations and warranties expressly set forth in Section 3.01 and Article III or in any certificate delivered by the Company pursuant to Parent or Merger Sub, (i) the Company does not make, or has not made, any representations or warranties relating to itself or its business or otherwise in connection with the transactions contemplated hereby and Parent and Merger Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (iii) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser Parent or Merger Sub as having been authorized by the Company, and (iiiii) any estimates, forecasts, projections, predictions, data, financial information, memoranda, documentation, presentations or any other materials or information provided or addressed to the Purchaser Parent or Merger Sub or any of its Affiliates or their representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are is the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this AgreementArticle III.

No Additional Representations. (ia) The Purchaser Parent acknowledges that the Company does not make any representation or warranty as to to, and expressly disclaims reliance on, any matter whatsoever except as expressly set forth in Section 3.01 and Article III or in any certificate delivered by the Company pursuant to this AgreementParent in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by ) that the Company pursuant to this Agreement, the Company makes no does not make any representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Bi) any projections, estimates or budgets delivered or made available to the Purchaser Parent (or any of its Affiliatesaffiliates, officers, directors, employees or other representativesRepresentatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (Cii) the future business and operations of the Company and its Subsidiaries, and the Purchaser Parent has not relied on or been induced by such information or any other representations representation or warranties (whether express or implied or made orally or in writing) warranty not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this AgreementArticle III. (iib) The Purchaser Parent has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser that Parent has been provided with sufficient access for such purposes. The Purchaser Except for the representations and warranties expressly set forth in Article III or in any certificate delivered to Parent by the Company in accordance with the terms hereof, in entering into this Agreement, Parent has relied solely upon its independent investigation and analysis of the Company and the Company’s Subsidiaries, and Parent acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Company, its Subsidiaries, or any of their respective affiliates, stockholders, controlling persons or representatives that are not expressly set forth in Article III or in any certificate delivered by Parent to the Company, whether or not such representations, warranties or statements were made in writing or orally. Parent acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and Article III or in any certificate delivered by the Company pursuant to Parent, (i) the Company does not make, or has not made, any representations or warranties relating to itself or its business or otherwise in connection with the transactions contemplated hereby and Parent is not relying on any representation or warranty except for those expressly set forth in this Agreement, (iii) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser Parent as having been authorized by the Company, and (iiiii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser Parent or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are is the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this AgreementArticle III.

No Additional Representations. (i) The Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges that the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement.

No Additional Representations. (i) The Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and or in any certificate delivered by the Company or the Guarantors pursuant to this Agreement, (i) no person has been authorized by the Company or the Guarantors to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the CompanyCompany or the Guarantors, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company or the Guarantors unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and or in any certificate delivered by the Company or the Guarantors pursuant to this Agreement.

No Additional Representations. (i1) The Such Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the such Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the such Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii2) The Such Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the such Purchaser has been provided with sufficient access for such purposes. The Such Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (iA) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 such Purchaser as having been authorized by the Company, and (iiB) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the such Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement. (3) Notwithstanding the foregoing, nothing in this Section 3.02(H) shall be deemed to limit such Purchaser’s or its Affiliates’ rights or remedies with respect to fraud by the Company.

No Additional Representations. (i) The Purchaser 4.3.1 Exelixis acknowledges that, upon completion of the activities described in Section 2.4.2, it and its representatives will have been permitted full and complete access to the contracts, data and records relating to Rebeccamycin that it has desired or requested to see or review, and that it and its representatives will have had a opportunity to meet with the officers and employees of BMS and its Affiliates to discuss Rebeccamycin. For the avoidance of doubt, Exelixis' access to such information and its opportunity to meet with such personnel shall not limit its right to make a claim for indemnification under Article 6. 4.3.2 Exelixis acknowledges that the Company does BMS, its Affiliates, and its and their directors, officers, employees, agents or contractors have not make made any representation or warranty warranty, expressed or implied, as to the accuracy or completeness of any matter whatsoever except information regarding Rebeccamycin and its development or commercialization, as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), thatcurrently conducted or planned, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company. BMS, its businessAffiliates, financial conditionand its and their directors, results of operationsofficers, prospects employees, agents or otherwisecontractors shall not have or be subject to any liability to Exelixis or any other Person resulting from the provision to Exelixis, (B) or Exelixis' use of, any projectionssuch information, estimates documents or budgets delivered or material made available to the Purchaser (Exelixis in any "data rooms", management presentations or in any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) form in expectation of the Company and its Subsidiaries transactions contemplated hereby except to the extent such information, documents or (C) materials is included in the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not of BMS expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to Article 4 of this Agreement, provided that all such information, documents or material be made available in their original state, without redaction or alteration. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for 4.3.3 Except as expressly set forth in the representations and warranties expressly set forth in Section 3.01 Sections 4.1 and in any certificate delivered by the Company pursuant to 4.2 of this Agreement, (i) there are no person has been authorized representations or warranties by BMS of any kind, express or implied, with respect to Rebeccamycin (including without limitation its research, development or commercialization), (ii) Exelixis is taking the Company license rights granted hereunder "as is", "where is" and "with all faults" (except for the liabilities retained by BMS pursuant to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the CompanySection 2.5.3(a)), and (iiiii) any estimatesBMS NEITHER MAKES OR EXTENDS ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, projectionsINCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE OR USE OF ANY PRODUCT OR ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS BY REASON OF THE MANUFACTURE, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this AgreementUSE OR SALE OF ANY PRODUCT.

No Additional Representations. (i) The Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business Affiliates acknowledge and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees agree that, except for the representations and warranties expressly set forth contained in Section 3.01 and in any certificate delivered by 2.1, neither the Company pursuant nor any other Person, makes any express or implied representation or warranty with respect to this Agreementthe Company, (i) no person has been authorized by its Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company to make hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person, makes or has made any representation or warranty to the Purchaser, or any of its Affiliates or representatives, with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to itself or 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 Purchaser as having been authorized by the Company, and its Subsidiaries or their respective business, or (ii) except for the representations and warranties made by the Company in Section 2.1, any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed presented to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties in the course of their due diligence investigation of the Company unless any such materials or information are Company, the subject of any express representation or warranty set forth in Section 3.01 negotiation of this Agreement or in the course of the transactions contemplated hereby. To the fullest extent permitted by applicable law, except with respect to the representations and warranties contained in Section 2.1, neither the Company nor any of its Subsidiaries shall have any liability to Purchaser or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any other representation or warranty, either express or implied, included in any certificate delivered information or statements (or any omissions therefrom) provided or made available by the Company pursuant or its Subsidiaries to Purchaser or its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 2.2(g) shall limit, preclude or prohibit any claim of actual and intentional fraud.

No Additional Representations. (i) The Purchaser acknowledges that Except for the Company does not make any representation or warranty as to any matter whatsoever except as representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this AgreementArticle IV, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or specifically acknowledges and agrees that neither Parent nor any of its Affiliates, officersRepresentatives or stockholders or any other Person makes, directorsor has made, employees any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity). Except for the representations and warranties expressly set forth in this Article III (as modified by the Company Disclosure Schedule), the Company hereby expressly disclaims and negates (a) any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity), including with respect to (i) the Company or the Company Subsidiaries or any of the Company's or the Company's Subsidiaries respective businesses, assets, employees, Permits, liabilities, operations, prospects or condition (financial or otherwise) or (ii) any opinion, projection, forecast, statement, budget, estimate, advice or other representatives) information (including information with respect to filings with and consents of any Governmental Entity or information with respect to the future revenues, results of or operations (or any component thereof), cash flows or flows, financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its or the Company Subsidiaries, and the Purchaser has not relied on or been induced by such information or as well as any other representations business plan and cost-related plan information of the Company or warranties the Company Subsidiaries), made, communicated or furnished (whether express or implied or made orally or in writing) not expressly set forth ), or to be made, communicated or furnished (orally or in Section 3.01 and writing), to Parent, its Affiliates or its Representatives, in any certificate delivered each case, whether made by the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates Affiliates, Representatives or representatives are not stockholders or any other Person (this clause (ii), collectively, "Company Projections") and shall not be deemed to be or include representations or warranties of the Company unless (b) all liability and responsibility for any such materials or information are the subject of any express other representation or warranty set forth in Section 3.01 of this Agreement and in or any certificate delivered by the such Company pursuant to this AgreementProjection.

No Additional Representations. (i) The Purchaser Such Investor acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser such Investor (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser such Investor has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser Such Investor has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser such Investor has been provided with sufficient access for such purposes. The Purchaser Such Investor acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and or in any certificate delivered by the Company or the Guarantor pursuant to this Agreement, (i) no person has been authorized by the Company or the Guarantor to make any representation or warranty relating to itself or 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 Purchaser such Investor as having been authorized by the CompanyCompany or the Guarantor, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser such Investor or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company or the Guarantor unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and or in any certificate delivered by the Company or the Guarantor pursuant to this Agreement.

No Additional Representations. (i) The Each Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, that the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the such Purchaser (or any of its Affiliates, officers, directors, employees or other representativesemployees) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (CB) the future business and operations of the Company and its Subsidiaries, and the such Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Each Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the such Purchaser has been provided with sufficient access for such purposes. The Except for the representations and warranties expressly set forth in Section 3.01 by the Company in accordance with the terms hereof, in entering Table of Contents into this Agreement, each Purchaser has relied solely upon its independent investigation and analysis of the Company and its Subsidiaries, and each Purchaser acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Company, its Subsidiaries, Xxxxxx Xxxxxxx & Co. LLC or any of their respective Affiliates, stockholders, controlling persons or representatives that, with respect to the Company, are not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Each Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (iA) each of the Company and Xxxxxx Xxxxxxx & Co. LLC does not make, or has not made, any representations or warranties relating to the Company or the Company’s business or otherwise in connection with the transactions contemplated hereby and such Purchaser is not relying on any representation or warranty except for those expressly set forth in this Agreement, (B) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 such Purchaser as having been authorized by the Company, and (iiC) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the such Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company or Xxxxxx Xxxxxxx & Co. LLC unless any such materials or information are is the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and or in any certificate delivered by the Company pursuant to this Agreement.

No Additional Representations. (i) The Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement. (ii) No disclosure or offering document has been prepared in connection with the offer and sale of the Securities by any of A.G.P./Alliance Global Partners or its affiliates (together, the “Placement Agents”). Purchaser agrees that none of the Placement Agents shall be liable to it (including in contract, tort, under federal or state securities laws or otherwise) for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Offering, except for any such Placement Agent’s own gross negligence, willful misconduct or bad faith. The Placement Agents and their respective directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Securities or the accuracy, completeness or adequacy of any information supplied to the Purchaser by the Company. In connection with the issue and purchase of the Securities, the Placement Agents have not acted as any Purchaser’s financial advisors or fiduciaries. (iii) Purchaser acknowledges that certain information provided to it was based on projections, and such projections were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. Purchaser acknowledges that such information and projections were prepared without the participation of the Placement Agents and that the Placement Agents do not assume responsibility for independent verification of, or the accuracy or completeness of, such information or projections. (iv) (a) Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects investigation of the Company and the Securities and it has not relied on any statements or other information provided by the Placement Agents concerning the Company or the Securities or the offer and sale of the Securities, (b) Purchaser has had access to, and an adequate opportunity to review, financial and other information as it deems necessary to make its Subsidiaries and acknowledges decision to purchase the Securities, (c) Purchaser has been provided offered the opportunity to ask questions of the Company and received answers thereto, including on the financial information, as it deemed necessary in connection with sufficient access for such purposesits decision to purchase the Securities; and (d) Purchaser has made its own assessment and has satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Securities. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement, (iA) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the Company, and (iiB) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and or in any certificate delivered by the Company pursuant to this Agreement.

No Additional Representations. (i) The Such Initial Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the such Initial Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the such Initial Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Such Initial Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the such Initial Purchaser has been provided with sufficient access for such purposes, has been furnished with all other materials that it considers relevant to an investment in the Notes, and has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the terms and conditions of an investment in the Notes. The Such Initial Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (iA) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 such Initial Purchaser as having been authorized by the Company, and (iiB) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the such Initial Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement. Such Initial Purchaser has independently made its own analysis and decision to invest in the Notes, and no statement or printed material which is contrary to the disclosure documents has been made or given to such Initial Purchaser by or on behalf of the Company.

No Additional Representations. (i) The Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and 3.01, in any certificate delivered by the Company pursuant to this Agreement or as expressly set forth in any other Transaction Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and 3.01, in any certificate delivered by the Company pursuant to this Agreement or as expressly set forth in any other Transaction Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees Affiliates or other representativesRepresentatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its SubsidiariesCompany, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and 3.01, in any certificate delivered by the Company pursuant to this Agreement or as expressly set forth in any other Transaction Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the such Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and 3.01, in any certificate delivered by the Company pursuant to this Agreement or as expressly set forth in any other Transaction Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 such Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives Representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and Agreement, in any certificate delivered by the Company pursuant to this Agreement or as expressly set forth in any other Transaction Agreement.

No Additional Representations. (i) The Purchaser Buyer acknowledges that it and its representatives have received access to such books and records, facilities, equipment, contracts and other assets of Seller which it and its representatives have desired or requested to review, and that it and its representatives have had full opportunity to meet with the Company does not make management of Seller to discuss the Purchased Assets. Buyer acknowledges that (a) should the Closing occur, Buyer shall acquire the Purchased Assets in an "as is" condition and on a "where is" basis, except as expressly represented or warranted in this Agreement (which includes the Schedules hereto); (b) neither Seller nor any other Person has made any representation or warranty warranty, expressed or implied, as to the accuracy or completeness of any matter whatsoever information regarding the Purchased Assets furnished or made available to Buyer and its representatives except as expressly set forth in Section 3.01 this Agreement (which includes the Schedules hereto) and in (c) neither Seller nor any certificate other Person shall have or be subject to any liability to Buyer or any other Person resulting from Seller's making available to Buyer or Buyer's use of any such information, including the presentation materials delivered to Buyer by UBS Securities LLC and dated May 12, 2004, as subsequently updated, supplemented or amended (the Company pursuant to this Agreement"CONFIDENTIAL MEMORANDUM") or any information, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation documents or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or material made available to the Purchaser Buyer in certain "data rooms," other management presentations (formal or any of its Affiliates, officers, directors, employees informal) or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or in any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or its business or otherwise form in connection with the transactions contemplated hereby. Without limiting the foregoing, and if madeexcept as expressly set forth in this Agreement (including the schedules hereto), such Seller makes no representation or warranty must not be relied upon by to Buyer with respect to (a) the Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and the Confidential Memorandum or (b) any financial projection or forecast relating to Seller or the Purchased Assets, whether or not included in any certificate delivered by the Company pursuant to this AgreementConfidential Memorandum.

No Additional Representations. (i) The Purchaser acknowledges that the Company Seller does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement3.01, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 3.01, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in any certificate delivered writing) not expressly set forth in Section 3.01. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01, no person has been authorized by the Company pursuant Seller to this Agreementmake any representation or warranty relating to itself or its Affiliates or their respective business, financial condition, results of operations, prospects or otherwise in connection with the Company transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by the Purchaser as having been authorized by the Seller. (ii) The Purchaser acknowledges that none of the Seller, any of its Affiliates or any of their respective directors, officers, employees, agents, advisors or other representatives makes no or has made any representation or warranty with respect to (A) any matters relating to the Company, its Subsidiaries or their respective or combined business, financial condition, results of operations, Table of Contents prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement3.01. (iiiii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement3.01, (i) no person has been authorized by the Company Seller to make any representation or warranty relating to itself the Company, its Subsidiaries or its business their respective or combined business, financial condition, results of operations, prospects or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by the Purchaser as having been authorized by the CompanySeller, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company Seller unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement3.01.

No Additional Representations. (i) The Such Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the such Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the such Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement. (ii) The Such Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the such Purchaser has been provided with sufficient access for such purposes. The Such Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 such Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the such Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and or in any certificate delivered by the Company pursuant to this Agreement.

No Additional Representations. (i) The Purchaser Buyer acknowledges that none of the Company does Seller, the Acquired Companies or any of their Affiliates and Representatives has made or shall be deemed to have made, and that the Buyer has not make relied on, any representation or warranty as to any matter whatsoever except as expressly warranty, express or implied, other than the representations and warranties that are set forth in Section 3.01 Article III and in any certificate delivered Article IV of this Agreement (as qualified by the Disclosure Schedule), with respect to (a) the Acquired Companies, the Acquired Companies’ business operation, the assets or operations of the Acquired Companies, the Seller, the Company pursuant Units or the Transactions, or (b) any other information or documents (financial or otherwise) made available to this Agreementthe Buyer or its counsel, and specifically (but without accountants or advisors with respect to the Acquired Companies, the Seller, the Company Units or the Transactions. Without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser Buyer acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 Article III and in any certificate delivered Article IV of this Agreement (as qualified by the Disclosure Schedule), no projections, forecasts, predictions, other estimates, data, financial information, documents, reports, statements (oral or written), summaries, abstracts, descriptions, presentations (including any management presentation or facility tour), memoranda, or offering material with respect to the Acquired Companies’ business or the Company pursuant Units, is or shall be deemed to be a representation or warranty by the Seller to Buyer under this AgreementAgreement or otherwise, and that Buyer has not relied thereon in determining to execute this Agreement and proceed with the Transactions. Buyer further acknowledges and agrees that (i) there are uncertainties inherent in attempting to make such projections, forecasts and predictions; (ii) Buyer is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections, forecasts and predictions so furnished; and (iii) except for the representations and warranties set forth in Article III and Article IV of this Agreement (as qualified by the Disclosure Schedule), Buyer has not relied thereon. Buyer acknowledges that, except for the representations and warranties set forth in Article III and Article IV of this Agreement (as qualified by the Disclosure Schedule), no person Person has been authorized by the Company Seller to make any representation or warranty relating to itself regarding the Seller, the Acquired Companies, the Acquired Companies’ business, the assets or its business operations of the Acquired Companies, the Company Units or otherwise in connection with the transactions contemplated herebyTransactions and, and if made, such representation or warranty must may not be relied upon by the Purchaser as having been authorized by the CompanySeller or the Acquired Companies. Buyer acknowledges that the Purchase Price has been negotiated based upon Buyer’s express agreement that Buyer will acquire the Acquired Companies and their businesses, properties, assets and (ii) liabilities without any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty of any kind, express or implied, except such representations and warranties set forth in Section 3.01 Article III and Article IV of this Agreement and in any certificate delivered (as qualified by the Company pursuant to Disclosure Schedule). Nothing in this AgreementSection 5.6 shall prohibit a claim by Buyer that is based on Fraud.

No Additional Representations. (i) The Purchaser Buyer acknowledges that it and its representatives have received access to such books and records, facilities, equipment, contracts and other assets of Seller which it and its representatives have desired or requested to review, and that it and its representatives have had full opportunity to meet with the management of Seller to discuss the Company does not make or the Company Assets. Buyer acknowledges that (a) should the Closing occur, Buyer shall acquire the Company and the Company Assets in an “as is” condition and on a “where is” basis, except as expressly represented or warranted in this Agreement (which includes the Schedules hereto); (b) neither Seller nor any other Person has made any representation or warranty warranty, expressed or implied, as to the accuracy or completeness of any matter whatsoever information regarding the Company or the Company Assets furnished or made available to Buyer and its representatives except as expressly set forth in Section 3.01 this Agreement (which includes the Schedules hereto) and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, c) except as expressly set forth in Section 3.01 contemplated hereby, neither Seller nor any other Person shall have or be subject to any liability to Buyer or any other Person resulting from Seller’s making available to Buyer or Buyer’s use of any such information, including the presentation materials delivered to Buyer by Salem Partners, LLC and in dated July, 2006, as subsequently updated, supplemented or amended (the “Confidential Memorandum”) or any certificate delivered by the Company pursuant to this Agreementinformation, the Company makes no representation documents or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or material made available to the Purchaser Buyer in certain “data rooms,” other management presentations (formal or any of its Affiliates, officers, directors, employees informal) or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or in any other representations or warranties (whether express or implied or made orally or form in writing) not expressly set forth in Section 3.01 and in any certificate delivered by connection with the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of transactions contemplated hereby. Without limiting the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees thatforegoing, except for the representations and warranties expressly set forth herein, Seller makes no representation or warranty to Buyer with respect to (x) the information set forth in Section 3.01 and in the Confidential Memorandum or (y) any certificate delivered by financial projection or forecast relating to Seller, the Company pursuant to this Agreement, (i) no person has been authorized by or the Company to make any representation Assets, whether or warranty relating to itself or its business or otherwise not included in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by the Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this AgreementConfidential Memorandum.

No Additional Representations. (i) The Each Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the any Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the no Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Each Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the such Purchaser has been provided with sufficient access for such purposes. The Each Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 any Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the any Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement.

No Additional Representations. (i) The Such Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its the Target, each of their respective business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the such Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the such Purchaser has not relied on or been induced by any such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement. Such Purchaser acknowledges that (x) the Company does not control the Target or its Subsidiaries and has had limited ability to perform any due diligence review of the Target and its Subsidiaries and their respective business, financial condition, results of operations, prospects or otherwise, (y) there is no agreement between the Company and the Target pursuant to which the Target is making any representations and warranties to the Company that are comparable to those in this Agreement and (z) the Company does not make any representation or warranty as to (A) any projections, estimates or budgets delivered or made available to such Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Target and its Subsidiaries or (B) the future business and operations of the Target and its Subsidiaries, and such Purchaser has not relied on or been induced by any such information or any other representations or warranties (whether express or implied or made orally or in writing). (ii) The Such Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the such Purchaser has been provided with sufficient access for such purposes. The Such Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 such Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the such Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company Company, and such Purchaser has not relied on any such materials or information, unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and or in any certificate delivered by the Company pursuant to this Agreement.

No Additional Representations. (i) The Purchaser acknowledges that Except for the specific representations and warranties of the Company does not make any representation or warranty as contained in this Article 4 (which to any matter whatsoever except as expressly set forth the extent provided for in Section 3.01 this Agreement include and in any certificate delivered by are subject to the Company pursuant to this Agreement, Disclosure Schedule and specifically (but without limiting the generality of the foregoingCompany SEC Documents), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to none of the Company, its businessSubsidiaries or Affiliates and their respective stockholders, financial conditioncontrolling persons, results of operationsRepresentatives or any other Person makes or has made any representation or warranty, prospects either express or otherwiseimplied, (B) any projections, estimates or budgets delivered or made available with respect to the Purchaser (Company or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business Affiliates and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the their business, operations, technology, assets, liabilities, results of operations, financial condition condition, prospects, projections, budgets, estimates or operational metrics, or as to the accuracy or completeness of any of the information (including any statement, document or agreement delivered pursuant to this Agreement and prospects any financial statements and any projections, estimates or other forward-looking information) provided (including in any management presentations, information or descriptive memorandum, certain “data rooms” maintained by the Company, supplemental information or other materials or information with respect to any of the above) or otherwise made available to Parent, Merger Sub or any of their respective Affiliates, stockholders or Representatives. Except for the specific representations and warranties of the Company contained in this Article 4, if applicable (which to the extent provided for in this Agreement include and are subject to the Company Disclosure Schedule and the Company SEC Documents publicly available prior to the date of this Agreement), (a) each of Parent and Merger Sub disclaims reliance upon any other representations and warranties and (b) acknowledges that none of the Company, its Affiliates or its Representatives makes any representations or warranties relating to (i) the maintenance, repair, condition, design, performance or marketability of any asset or property of the Company or any of its Affiliates, including merchantability of fitness for a particular purpose, (ii) the operation of the business by Parent after the Closing, (iii) the maturity or acceleration of any contingent liability or other liability not yet due and owing relating to the Company and its Affiliates or their respective businesses, or (iv) the probable success or profitability of the business of the Company and its Subsidiaries and acknowledges Affiliates after the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this AgreementClosing.

No Additional Representations. (i) The Purchaser Offeror acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company does not make which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company, and based thereon and on its own knowledge, has formed an independent judgment concerning the advisability of the Offer and the Issuance. Offeror acknowledges that neither the Company nor any Person has made any representation or warranty warranty, express or implied, as to the accuracy or completeness of any matter whatsoever information regarding the Company and its Subsidiaries furnished or made available to Offeror and its Representatives except as expressly set forth in Section 3.01 Article III hereto, and neither the Company, its directors, officers, employees, agents or other representatives, nor any other Person shall be subject to any liability to Offeror or any other Person resulting from the Company’s making available to Offeror or ‘Offeror’ s use of such information, including the management presentation materials delivered to Offeror, as subsequently updated, supplemented or amended (the “Confidential Information Memorandum”), or any information, documents or material made available to Offeror in the due diligence materials provided to Offeror, including in the data room, other management presentations (formal or informal) or in any certificate delivered other form in connection with the transactions contemplated by the Company pursuant to this Agreement, and specifically (but without . Without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty to Offeror with respect to (Ai) the information set forth in the Confidential Information Memorandum or (ii) any matters business or financial projection or forecast relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (Company or any of its Subsidiaries, whether or not included in the Confidential Information Memorandum, the data room or any management presentation. The Offeror, on its behalf and on behalf of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or expressly waives any component thereof), cash flows or financial condition (or any component thereof) of such claim relating to the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not foregoing matters. Except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the businessArticle III, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or its business or otherwise in connection with Offeror is entering into the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by the Purchaser as having been authorized by the Company, and (ii) hereby without any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless warranties, express or implied, as to merchantability, satisfactory quality, or fitness for any such materials or information are the subject of any express representation or warranty set forth particular purpose, in Section 3.01 of this Agreement an “as is” condition and in any certificate delivered by the Company pursuant to this Agreementon a “where is” basis.

No Additional Representations. (i) i. The Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) . The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement. iii. Notwithstanding the foregoing, nothing in this Section 3.02(h) shall be deemed to limit the Purchaser’s or its Affiliates’ rights or remedies with respect to fraud.

No Additional Representations. (i) The Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section ‎Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section ‎Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section ‎Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section ‎Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (iA) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the Company, and (iiB) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section ‎Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement. (iii) Notwithstanding the foregoing, nothing in this ‎Section 3.02(h) shall be deemed to limit the Purchaser’s or its Affiliates’ rights or remedies with respect to fraud.

No Additional Representations. (ia) The Purchaser acknowledges Purchasers acknowledge that the Company does not make neither Seller nor any of its Affiliates makes any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and Article IV, in Article V of the NGX Agreement or in any certificate delivered by the Company pursuant to this Related Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in ) that neither Seller nor any certificate delivered by the Company pursuant to this Agreement, the Company of its Affiliates makes no any representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Bi) any projections, estimates or budgets delivered or made available to the Purchaser Purchasers (or any of its their respective Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries Trayport Companies or (Cii) the future business and operations of the Company and its SubsidiariesTrayport Companies, and the Purchaser has Purchasers 39 have not relied on or been induced by such information or any other representations representation or warranties (whether express or implied or made orally or in writing) warranty not expressly set forth in Section 3.01 and Article IV, in Article V of the NGX Agreement or in any certificate delivered such Related Agreement. Purchasers acknowledge that Seller’s and its Affiliates’ access to the business operations and management of the Trayport Companies has been limited by the Company pursuant to terms of the CMA Orders and any derogations therefrom that Seller and its Affiliates have obtained for the purposes of preparing for, and effecting, the transactions contemplated by this AgreementAgreement and the Related Agreements. (iib) The Purchaser has Purchasers have conducted its their own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries Trayport Companies and acknowledges the Purchaser has that Purchasers have been provided with sufficient access for such purposes. The Purchaser acknowledges Purchasers have not relied upon any representations, warranties or statements, whether express or implied, made by Seller, or any of its Affiliates, stockholders, controlling persons or representatives that are not expressly set forth in Article IV, in Article V of the NGX Agreement or in any Related Agreement, whether or not such representations and agrees warranties were made in writing or orally. Purchasers acknowledge and agree that, except for the representations and representations, warranties or statements expressly set forth in Section 3.01 and Article IV, in any certificate delivered by Article V of the Company pursuant to this AgreementNGX Agreement or in the Related Agreements, (i) neither Seller nor any of its Affiliates makes, or has made, any representations or warranties relating to itself, its Subsidiaries, the Trayport Companies or otherwise in connection with the transactions contemplated hereby and Purchasers are not relying on any representation or warranty except for those expressly set forth in this Agreement, the NGX Agreement or the Related Agreements, as applicable, (ii) no person Person has been authorized by the Company Seller or any of its Affiliates to make any representation or warranty relating to itself themselves or its 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 Purchaser Purchasers as having been authorized by the Companysuch party, and (iiiii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser Purchasers or any of its Affiliates or their representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 Article IV, in Article V of this the NGX Agreement and or in any certificate delivered by the Company pursuant to this AgreementRelated Agreements, as applicable.

No Additional Representations. (i) The Such Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the such Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the such Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Such Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the such Purchaser has been provided with sufficient access for such purposes. The Such Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation representation, warranty or warranty statement relating to itself or its business or otherwise in connection with the transactions contemplated hereby, and if made, such representation representation, warranty or warranty statement must not be relied upon by the such Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the such Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement.

No Additional Representations. (ia) The Purchaser Parent acknowledges that the Company BRE does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and ARTICLE III or in any certificate delivered by BRE to a Parent in accordance with the Company pursuant to this Agreementterms hereof, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company ) that BRE makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Ba) any projections, estimates or budgets delivered or made available to the Purchaser Parent (or any of its Affiliatestheir respective affiliates, officers, directors, employees or other representativesRepresentatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company BRE and its Subsidiaries or (Cb) the future business and operations of the Company BRE and its Subsidiaries, and the Purchaser Parent has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this AgreementARTICLE III. (iib) The Purchaser Parent has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company BRE and its Subsidiaries and acknowledges the Purchaser has that they have been provided with sufficient access for such purposes. The Purchaser Except for the representations and warranties expressly set forth in ARTICLE III or in any certificate delivered to Parent by BRE in accordance with the terms hereof, in entering into this Agreement, Parent has relied solely upon their independent investigation and analysis of BRE and its Subsidiaries, and Parent acknowledges and agrees that they have not been induced by and have not relied upon any representations, warranties or statements, whether express or implied, made by BRE, its Subsidiaries, or any of their respective affiliates, stockholders, controlling persons or other Representatives that are not expressly set forth in ARTICLE III or in any certificate delivered by BRE to Parent, whether or not such representations, warranties or statements were made in writing or orally. Parent acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and ARTICLE III or in any certificate delivered by BRE to Parent: (i) BRE does not make, or has not made, any representations or warranties relating to itself or its business or otherwise in connection with the Company pursuant to Transactions and Parent is not relying on any representation or warranty except for those expressly set forth in this Agreement, (iii) no person has been authorized by the Company BRE to make any representation or warranty relating to itself or its business or otherwise in connection with the transactions contemplated herebyTransactions, and if made, such representation or warranty must not be relied upon by the Purchaser Parent as having been authorized by the CompanyBRE, and (iiiii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser Parent or any of its Affiliates or representatives Representatives are not and shall not be deemed to be or include representations or warranties of the Company BRE unless any such materials or information are is the subject of any express representation or warranty set forth in Section 3.01 ARTICLE III. To the knowledge of this Agreement Parent, nothing contained in the representations and warranties set forth in any certificate delivered ARTICLE III as modified by the Company pursuant to this AgreementBRE Disclosure Schedules is inaccurate.

No Additional Representations. (i) The Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes, has been furnished with all other materials that it considers relevant to an investment in the Notes, and has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the terms and conditions of an investment in the Notes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the Company, and the Purchaser is not relying upon, and has not relied upon, any statement, representation or warranty made by Xxxxxxx Xxxxx, any of its affiliates or any of its or their control persons, officers, directors or employees, in making its investment or decision to invest in the Company and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement. (iii) The Purchaser agrees that none of Xxxxxxx Sachs, any of its affiliates or any of its or their control persons, officers, directors or employees shall be liable to any purchaser in connection with its purchase of the Notes.

No Additional Representations. (i) The Purchaser Buyer acknowledges that it and its Representatives have been permitted full and complete access to the books and records, facilities, equipment, tax returns, contracts, insurance policies (or summaries thereof) and other properties and assets of the Acquired Companies which it and its Representatives have desired and requested to see and/or review, and that it and its Representatives have had a full opportunity to meet with the officers and employees of Seller and the Acquired Companies to discuss the businesses and assets of the Acquired Companies. Buyer acknowledges that none of Seller's Parent, Seller, any Acquired Company does not make or any other Person has made any representation or warranty warranty, express or implied, as to the accuracy or completeness of any matter whatsoever except as expressly set forth in Section 3.01 information regarding the Acquired Companies furnished or made available to Buyer and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), thatits Representatives, except as expressly set forth in Section 3.01 this Agreement or Seller's Disclosure Schedule, and in none of Seller's Parent, Seller, any certificate delivered Acquired Company or any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer, or Buyer's use of, any such information, including the Confidential Information Memorandum prepared by the Company pursuant to this AgreementSeller's investment banker dated October 1998 and any information, the Company makes no representation documents or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or material made available to the Purchaser (Buyer in records and files stored on computer disks, certain "data rooms," management presentations or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) forms in expectation of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser Contemplated Transactions. Buyer has not relied on and is not relying upon any statement or been induced by such information representation not made in this Agreement or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis Seller's Disclosure Schedule. To Buyer's Knowledge, as of the businessdate hereof, operations, assets, liabilities, results there is no Breach of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating of Seller or Seller's Parent that would reasonably be expected to itself or its business or otherwise result in connection with the transactions contemplated hereby, and if made, such representation or warranty must conditions specified in Section 9 hereof to not be relied upon by the Purchaser satisfied as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this AgreementClosing Date.

No Additional Representations. (i) The Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without Without limiting the generality of the foregoing), thatneither the Acquired Companies nor any Representative of the Acquired Companies, except as expressly set forth nor any of their employees, officers, directors or shareholders, has made, and shall not be deemed to have made, any representations or warranties in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters materials relating to the Company, its business, financial condition, results business and affairs of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or the Acquired Companies that have been made available to Buyer, including due diligence materials, or in any presentation of the Purchaser (or any business and affairs of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) the Acquired Companies by the management of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or its business or otherwise others in connection with the transactions contemplated hereby, and if made, no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty must not hereunder or otherwise or deemed to be relied upon by Buyer or Merger Sub in executing, delivering and performing this Agreement and the Purchaser transactions contemplated hereby except as having been authorized by expressly set forth in Article IV, the Company, certificates to be delivered to Buyer pursuant to Section 8.3 and (ii) the Ancillary Agreements. It is understood that any cost estimates, projections, projections or other predictions, any data, any financial information, memoranda, presentations information or any other memoranda or offering materials or information provided presentations, including, but not limited to, any offering memorandum or addressed similar materials made available to the Purchaser or any of its Affiliates or representatives Buyer, are not and shall not be deemed to be or to include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty except as expressly set forth in Article IV, the certificates to be delivered to Buyer pursuant to Section 3.01 of 8.3 and the Ancillary Agreements, and are not and shall not be deemed to be relied upon by Buyer or Merger Sub in executing, delivering and performing this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement will limit or exclude any certificate delivered by the Company pursuant rights of any party to this AgreementAgreement in the case of Fraud.

No Additional Representations. (i) The Purchaser acknowledges that Except for the Company does not make any representation or warranty as to any matter whatsoever except as representations and warranties expressly set forth in Section 3.01 Article IV (as modified by the Parent Disclosure Letter) and in any certificate delivered by Parent to the Company in accordance with the terms hereof, the Company specifically acknowledges and agrees that neither Parent nor any of its Affiliates, Representatives or shareholders or any other Person makes, or has made, any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity). Except for the representations and warranties expressly set forth in this Article III (as modified by the Company Disclosure Letter) and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting Parent in accordance with the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreementterms hereof, the Company makes no hereby expressly disclaims and negates (a) any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity), including with respect to (Ai) the Company or any matters relating to of the Company’s businesses, its businessassets, financial conditionemployees, results of Permits, liabilities, operations, prospects or condition (financial or otherwise, ) or (Bii) any opinion, projection, forecast, statement, budget, estimate, advice or other information with respect to the projections, budgets or estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or flows, financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its SubsidiariesCompany, and the Purchaser has not relied on or been induced by such information or as well as any other representations business plan and cost-related plan information of the Company related to future periods, made, communicated or warranties furnished (whether express or implied or made orally or in writing) not expressly set forth ), or to be made, communicated or furnished (orally or in Section 3.01 and writing), to Parent, its Affiliates or its Representatives, in any certificate delivered each case, whether made by the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates Affiliates, Representatives or representatives are not shareholders or any other Person (this clause (ii), collectively, “Company Projections”) and shall not be deemed to be or include representations or warranties of the Company unless (b) all liability and responsibility for any such materials or information are the subject of any express other representation or warranty set forth in Section 3.01 of this Agreement and in or any certificate delivered by the such Company pursuant to this AgreementProjection.

No Additional Representations. (ia) The Purchaser Parent acknowledges that the Company AgEagle does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and ARTICLE III or in any certificate delivered by AgEagle to a Parent in accordance with the Company pursuant to this Agreementterms hereof, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company ) that AgEagle makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Ba) any projections, estimates or budgets delivered or made available to the Purchaser Parent (or any of its Affiliatestheir respective affiliates, officers, directors, employees or other representativesRepresentatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries AgEagle or (Cb) the future business and operations of the Company and its SubsidiariesAgEagle, and the Purchaser Parent has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this AgreementARTICLE III. (iib) The Purchaser Parent has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries AgEagle and acknowledges the Purchaser that it has been provided with sufficient access for such purposes. The Purchaser Except for the representations and warranties expressly set forth in ARTICLE III or in any certificate delivered to Parent by AgEagle in accordance with the terms hereof, in entering into this Agreement, Parent has relied solely upon their independent investigation and analysis of AgEagle, and Parent acknowledges and agrees that they have not been induced by and have not relied upon any representations, warranties or statements, whether express or implied, made by AgEagle, or any of their respective affiliates, stockholders, controlling persons or other Representatives that are not expressly set forth in ARTICLE III or in any certificate delivered by AgEagle to Parent, whether or not such representations, warranties or statements were made in writing or orally. Parent acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and ARTICLE III or in any certificate delivered by AgEagle to Parent: (i) AgEagle does not make, or has not made, any representations or warranties relating to itself or its business or otherwise in connection with the Company pursuant to Transactions and Parent is not relying on any representation or warranty except for those expressly set forth in this Agreement, (iii) no person has been authorized by the Company AgEagle E to make any representation or warranty relating to itself or its business or otherwise in connection with the transactions contemplated herebyTransactions, and if made, such representation or warranty must not be relied upon by the Purchaser Parent as having been authorized by the CompanyAgEagle, and (iiiii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser Parent or any of its Affiliates or representatives Representatives are not and shall not be deemed to be or include representations or warranties of the Company AgEagle unless any such materials or information are is the subject of any express representation or warranty set forth in Section 3.01 ARTICLE III. To the knowledge of this Agreement Parent, nothing contained in the representations and warranties set forth in any certificate delivered ARTICLE III as modified by the Company pursuant to this AgreementAgEagle Disclosure Schedules is inaccurate.

No Additional Representations. (a) The Parents acknowledge that they and their respective Representatives (i) The Purchaser acknowledges that have received access to such books and records, facilities, equipment, contracts and other assets of the Company does not make and its Subsidiaries which it and its Representatives have desired or requested to review, (ii) have had access to the “data site” maintained by the Company for purposes of the transactions contemplated by this Agreement, (iii) have conducted an independent investigation of the Company and its Subsidiaries and the transactions contemplated by this Agreement and (iv) have had access to management of the Company to discuss and ask questions regarding the businesses and assets of the Company and its Subsidiaries. (b) The Parents acknowledge that neither the Company nor any person has made any representation or warranty warranty, express or implied, as to the accuracy or completeness of any matter whatsoever information regarding the Company or any of its Subsidiaries furnished or made available to the Parents and their respective Representatives except as expressly set forth in Section 3.01 Article III (which includes and is subject to the Company Disclosure Schedule and the Company SEC Documents to the extent set forth herein), and neither the Company nor any other person shall be subject to any liability to either Parent or any other person resulting from the Company’s making available to the Parents or the Parents’ use of such information, or any information, documents or material made available to the Parents in any certificate delivered the due diligence materials provided to the Parents, including in the “data site” maintained by the Company pursuant to for purposes of the transactions contemplated by this Agreement, and specifically in management presentations (but without formal or informal) or in any other form in connection with the transactions contemplated by this Agreement. Without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty to either Parent with respect to (A) any matters financial projection or forecast relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (Company or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has whether or not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and included in any certificate delivered by the Company pursuant to this Agreementmanagement presentation. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement.

No Additional Representations. Except for the representations and warranties contained in Section 4 (iand the certificates contemplated by Section 6.2 and Section 6.3) The Purchaser and in the case of Fraud, the Investor acknowledges that neither the Company does not make nor any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality Person on behalf of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no any other express or implied representation or warranty with respect to (A) the Company or any matters relating Company Subsidiaries or with respect to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or other information made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of Investor in connection with the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposesTransactions. The Purchaser acknowledges and agrees that, except Except for the representations and warranties expressly set forth contained in Section 3.01 5 (and in any certificate delivered the certificates contemplated by Section 7.3 and Section 7.4), the Company pursuant to this Agreement, (i) no person has been authorized by acknowledges that neither the Company to make Investor nor any Person on behalf of the Investor makes any other express or implied representation or warranty relating with respect to itself the Investor or its business affiliates, the matters addressed in Section 5 or otherwise with respect to any other information made available to the Company in connection with the transactions contemplated herebyTransactions. Neither the Company nor any other Person will have or be subject to any liability or indemnification obligation to the Investor or any other Person resulting from the distribution to the Investor, and if madeor the Investor’s use of, such representation estimates, projections, forecasts, business plans or warranty must not be relied upon cost-related plans that are forward-looking in nature or other forward-looking information made available to the Investor by the Purchaser as having been authorized Company or the Company Subsidiaries in the electronic data room maintained by the Company, specifically in connection with the purchase and (ii) sale of the Preferred Shares hereunder or any estimatesother Transactions, unless and then only to the extent that any such information is expressly included in a representation or warranty contained in Section 4. Neither the Investor nor any other Person will have or be subject to any liability or indemnification obligation to the Company or any other Person resulting from the distribution to the Company, or the Company’s use of, any such information, including any information, documents, projections, predictions, data, financial information, memoranda, presentations forecasts or any other materials or information provided or addressed material made available to the Purchaser or any of its Affiliates or representatives are not Company, unless and shall not be deemed then only to be or include representations or warranties of the Company unless extent that any such materials or information are the subject of any express is expressly included in a representation or warranty set forth contained in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement5.

No Additional Representations. (i) The Purchaser Purchasers acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and 3.01, in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and 3.01, in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees Affiliates or other representativesRepresentatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its SubsidiariesCompany, and the Purchaser has Purchasers have not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and 3.01, in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser has Purchasers have conducted its their own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has such Purchasers have been provided with sufficient access for such purposes. The Purchaser acknowledges Purchasers acknowledge and agrees agree that, except for the representations and warranties expressly set forth in Section 3.01 and 3.01, in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser such Purchasers as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser Purchasers or any of its their Affiliates or representatives Representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and Agreement, in any certificate delivered by the Company pursuant to this Agreement.

No Additional Representations. (i) The Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. Notwithstanding the foregoing, nothing in this Section 3.02(h)(i) or elsewhere in this Agreement shall limit any claims based on fraud. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any 4840-5838-5626.18 certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the Company, Company and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement.

No Additional Representations. (ia) The Purchaser Ensco acknowledges that the Company Rowan does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and Article III or in any certificate delivered by Rowan to Ensco in accordance with the Company pursuant to this Agreementterms hereof, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company ) that Rowan makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Bi) any projections, estimates or budgets delivered or made available to the Purchaser (Ensco, any of its affiliates or any of its Affiliates, their respective officers, directors, employees or other representatives) Representatives of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company Rowan and its Subsidiaries or (Cii) the future business and operations of the Company Rowan and its Subsidiaries, and the Purchaser Ensco has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this AgreementArticle III. (iib) The Purchaser Ensco has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company Rowan and its Subsidiaries and acknowledges the Purchaser that Ensco has been provided with sufficient access for such purposes. The Purchaser Except for the representations and warranties expressly set forth in Article III or in any certificate delivered to Ensco by Rowan in accordance with the terms hereof, in entering into this Agreement, Ensco has relied solely upon its independent investigation and analysis of Rowan and Rowan’s Subsidiaries, and Ensco acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Rowan, its Subsidiaries, or any of their respective affiliates, shareholders, controlling persons or Representatives that are not expressly set forth in Article III or in any certificate delivered to Ensco by Rowan, whether or not such representations, warranties or statements were made in writing or orally. Ensco acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and Article III or in any certificate delivered by Rowan to Ensco (i) Rowan does not make, and has not made, any representations or warranties relating to itself or its business or otherwise in connection with the Company pursuant to transactions contemplated hereby and Ensco is not relying on any representation or warranty except for those expressly set forth in this Agreement, (iii) no person has been authorized by the Company Rowan to make any representation or warranty relating to itself or its business or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must may not be relied upon by the Purchaser Ensco as having been authorized by the Company, Rowan and (iiiii) any estimates, projections, predictions, data, 50 financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser Ensco, any of its affiliates or any of its Affiliates their respective officers, directors, employees or representatives Representatives are not and shall not be deemed to be or include representations or warranties of the Company Rowan unless any such materials or information are is the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this AgreementArticle III.

No Additional Representations. (i) The Purchaser Such Investor acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser such Investor (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser such Investor has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser Such Investor has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser such Investor has been provided with sufficient access for such purposes. The Purchaser Such Investor acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser such Investor as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser such Investor or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and or in any certificate delivered by the Company pursuant to this Agreement.

No Additional Representations. (i) The Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has have not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges that the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement.

No Additional Representations. (i) The Such Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the such Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the such Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Such Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the such Purchaser has been provided with sufficient access for such purposes. The Such Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 such Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the such Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement.

No Additional Representations. (i) The Initial Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Initial Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Initial Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Initial Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Initial Purchaser has been provided with sufficient access for such purposes, has been furnished with all other materials that it considers relevant to an investment in the Notes, and has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the terms and conditions of an investment in the Notes. The Initial Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Initial Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Initial Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement. The Initial Purchaser has independently made its own analysis and decision to invest in the Notes, and no statement or printed material which is contrary to the disclosure documents has been made or given to the Initial Purchaser by or on behalf of the Company.

No Additional Representations. (i) The Each of Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser Affiliates acknowledges and agrees that, except for the representations and warranties expressly set forth contained in Section 3.01 and in any certificate delivered by 2.1, neither the Company pursuant nor any other Person, makes any express or implied representation or warranty with respect to this Agreementthe Company, (i) no person has been authorized by its Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company to make hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person, makes or has made any representation or warranty to the Purchaser, or any of its Affiliates or representatives, with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to itself or 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 Purchaser as having been authorized by the Company, and its Subsidiaries or their respective business, or (ii) except for the representations and warranties made by the Company in Section 2.1, any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed presented to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties in the course of their due diligence investigation of the Company unless any such materials or information are Company, the subject of any express representation or warranty set forth in Section 3.01 negotiation of this Agreement or in the course of the transactions contemplated hereby. To the fullest extent permitted by applicable law, except with respect to the representations and warranties contained in Section 2.1, neither the Company nor any of its Subsidiaries shall have any liability to Purchaser or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any other representation or warranty, either express or implied, included in any certificate delivered information or statements (or any omissions therefrom) provided or made available by the Company pursuant or its Subsidiaries to Purchaser or its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 2.2(j) shall limit, preclude or prohibit any claim by any Purchaser of actual and intentional fraud.

No Additional Representations. (i) The Purchaser Buyer acknowledges that (a) none of Seller, the Company does not make Acquired Companies, or any other Person has made any representation or warranty warranty, expressed or implied, as to the Acquired Companies, the accuracy or completeness of any information regarding the Acquired Companies furnished or made available to Buyer or its Representatives, or any other matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by related to the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), thattransactions contemplated herein, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (Ab) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser Buyer has not relied on any representation or been induced by such information warranty from the Seller, the Acquired Companies, or any other representations or warranties (whether express or implied or made orally or Person in writing) not determining to enter into this Agreement, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (ic) no person has been authorized by none of the Company Seller, the Acquired Companies, or any other Person shall have or be subject to make any representation liability to Buyer or warranty relating any other Person resulting from the distribution to itself Buyer, or Buyer’s use of, any information, documents or materials made available to Buyer or its business Representatives or otherwise conveyed in connection with any management presentations or in any other form in expectation of the transactions contemplated hereby, and if made(d) none of the Seller, such representation or warranty must not be relied upon by the Purchaser as having been authorized by the CompanyAcquired Companies, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials Person shall have any liability to Buyer or information provided any other Person with respect to any projections, forecasts, estimates, plans or addressed budgets of future revenue, expenses or expenditures, future results of operations, future cash flows or the future financial condition of the Acquired Companies or the future business, operations or affairs of the Acquired Companies; provided, however, that subject to the Purchaser or any terms of its Affiliates or representatives are not Article VII, the foregoing clauses (a) and (b) shall not be deemed apply to be any claim for Intentional Fraud, criminal activity or include representations or warranties willful breaches of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreementcovenants.

No Additional Representations. (a) Buyer acknowledges that it and its Representatives have (i) The Purchaser acknowledges that had the opportunity to meet with the management of Seller and the Company does not make and to discuss the business, operations, assets, liabilities condition (financial or otherwise) and prospects of the Company and (ii) received access to such books and records, facilities, equipment, contracts and other assets of the Company which it and its Representatives have desired or requested to review and access to any electronic data room maintained in connection with the Transaction, including written responses to questions submitted by, or on behalf of, Buyer and its Representatives. (b) Notwithstanding anything contained in ARTICLE III, ARTICLE IV or any other provision of this Agreement, Buyer acknowledges and agrees that, except as otherwise expressly set forth in ARTICLE III and ARTICLE IV, (i) neither Seller, the Company nor any Person has made any representation or warranty of any kind or nature, express or implied, as to the condition, value or quality of the Business or their assets and properties or as to the accuracy or completeness of any information regarding Seller, the Company or the Business furnished or made available to Buyer and its Representatives, (ii) Seller and the Company specifically disclaim any representation or warranty as to the completeness of such information and any matter whatsoever except representation or warranty (A) as expressly set forth to condition, merchantability, usage, suitability or fitness for any particular purpose with respect to their assets and properties, any part thereof, the workmanship thereof, and the absence of any defects therein, whether latent or patent, or (B) that the Business, the assets and properties of the Company or any part thereof or Buyer’s ownership, operation, possession or use thereof will yield any given or stated economic, financial, profit or business result to Buyer or will result in Section 3.01 and Buyer having any given standing or position in any certificate delivered by business or industry, or with respect to any market or product, and (iii) neither Seller, the Company pursuant nor any other Person (including their respective Affiliates and their and their Affiliates’ Representatives) will be subject to this Agreementany liability to Buyer or any other Person resulting from Seller or the Company making available to Buyer or Buyer’s use of such information, including information in any electronic data room, management presentation (formal or informal), e-mail, teleconference or otherwise in connection with the Transaction. (c) As part of its investigation of the Company, Buyer has been given financial information, cost estimates, forecasts, projections and other oral or written information and materials with respect to the Company (collectively, the “Additional Financial Information”) by Seller, the Company and their respective Representatives. There are uncertainties inherent in attempting to make projections, predictions and forecasts, and specifically (but without limiting the generality Buyer is familiar with such uncertainties. Buyer has made its own evaluation of the foregoing)Additional Financial Information. None of Seller, thatthe Company or their respective Affiliates or their and their Affiliates’ respective Representatives is making any representations or warranties with respect to the Additional Financial Information, except as expressly set forth in Section 3.01 ARTICLE III and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this AgreementARTICLE IV. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement.

No Additional Representations. (i) The Purchaser acknowledges that Except for the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth representations and warranties contained in this Section 3.01 and any schedules or certificates delivered in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreementconnection herewith, the Company makes no other representation or warranty warranty, express or implied, written or oral, and hereby, to the maximum extent permitted by applicable Law, disclaims any such representation or warranty, whether by the Company or any other Person, with respect to the Company or with respect to (A) any matters relating to the CompanyCompany and its subsidiaries, its businesstheir respective businesses, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries subsidiaries or (C) the future business and operations of the Company and its Subsidiariessubsidiaries. (ii) The Company acknowledges that each Purchaser makes no representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.02 and in any certificate delivered by such Purchaser pursuant to this Agreement, and the Purchaser Company has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 3.02 and in any certificate delivered by the Company such Purchaser pursuant to this Agreement. (iiiii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 3.02 and in any certificate delivered by the Company a Purchaser pursuant to this Agreement, (iA) no person has been authorized by the Company such Purchaser to make any representation or warranty relating to itself or its business such Purchaser or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by the Purchaser Company as having been authorized by the Companysuch Purchaser, and (iiB) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser Company or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company such Purchaser unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 3.02 of this Agreement and in any certificate delivered by the Company such Purchaser pursuant to this Agreement.

No Additional Representations. (i) The Each Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, that the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the such Purchaser (or any of its Affiliates, officers, directors, employees or other representativesemployees) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (CB) the future business and operations of the Company and its Subsidiaries, and the such Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Each Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the such Purchaser has been provided with sufficient access for such purposes. The Except for the representations and warranties expressly set forth in Section 3.01 by the Company in accordance with the terms hereof, in entering into this Agreement, each Purchaser has relied solely upon its independent investigation and analysis of the Company and its Subsidiaries, and each Purchaser acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Company, its Subsidiaries, Xxxxxx Xxxxxxx & Co. LLC or any of their respective Affiliates, stockholders, controlling persons or representatives that, with respect to the Company, are not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Each Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (iA) each of the Company and Xxxxxx Xxxxxxx & Co. LLC does not make, or has not made, any representations or warranties relating to the Company or the Company’s business or otherwise in connection with the transactions contemplated hereby and such Purchaser is not relying on any representation or warranty except for those expressly set forth in this Agreement, (B) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 such Purchaser as having been authorized by the Company, and (iiC) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the such Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company or Xxxxxx Xxxxxxx & Co. LLC unless any such materials or information are is the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and or in any certificate delivered by the Company pursuant to this Agreement.

No Additional Representations. (a) Each Purchaser acknowledges that it and its Representatives (i) The have received access to such books and records, facilities, equipment, contracts and other assets of the Sellers, the Companies and their Subsidiaries which it and its Representatives have desired or requested to review, (ii) have had access to the “data site” maintained by the Sellers for purposes of the transactions contemplated by this Agreement, (iii) have conducted an independent investigation of the Companies and their Subsidiaries and the transactions contemplated by this Agreement and (iv) have had full opportunity to meet with the management of the Sellers, the Companies and their Subsidiaries and their respective Affiliates and to discuss and ask questions regarding the Business. (b) Each Purchaser acknowledges that none of the Company does not make Sellers, the Companies, their Subsidiaries nor any Person has made any representation or warranty warranty, express or implied, as to the accuracy or completeness of any matter whatsoever information regarding the Companies, their Subsidiaries or the Business Made Available to the Purchaser and its Representatives except as expressly set forth in Section 3.01 Article III (which includes and is subject to the Disclosure Schedules), and none of the Sellers, the Companies, their Subsidiaries nor any other Person shall be subject to any liability to or obligation to indemnify any Purchaser resulting from the Sellers’ or the Companies’ making available to any Purchaser or any Purchaser’s use of such information, or any information, documents or material Made Available to any Purchaser in the due diligence materials provided to any certificate delivered Purchaser, including in the “data site” maintained by the Company pursuant to Sellers for purposes of the transactions contemplated by this Agreement, and specifically in management presentations (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and formal or informal) or in any certificate delivered other form in connection with the transactions contemplated by the Company pursuant to this Agreement. For the avoidance of doubt, the Company makes no representation or warranty with nothing described in this Section 4.8(b) shall limit any rights to indemnification in respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and Article III as such indemnification is provided for in any certificate delivered by Article IX. Without limiting the Company pursuant to this Agreementforegoing, (i) no person has been authorized by none of the Company to make Sellers makes any representation or warranty to any Purchaser with respect to any financial projections or forecasts relating to itself the Companies, their Subsidiaries or its business the Business, whether or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by the Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and included in any certificate delivered by the Company pursuant to this Agreementmanagement presentation.

No Additional Representations. (ia) The Purchaser Investor acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 Article III and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 Article III and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (Ai) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Bii) any projections, estimates or budgets delivered or made available to the Purchaser Investor (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (Ciii) the future business and operations of the Company and its Subsidiaries, and the Purchaser Investor has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 Article III and in any certificate delivered by the Company pursuant to this Agreement. (iib) The Purchaser Investor has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser Investor has been provided with sufficient access for such purposes. The Purchaser Investor acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 Article III and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser Investor as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser Investor or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 Article III of this Agreement and in any certificate delivered by the Company pursuant to this Agreement. In addition, the Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any representative of the Company, including the Placement Agent or any of its Affiliates or any of their control persons, officers, directors and employees.

No Additional Representations. (ia) The Purchaser acknowledges Purchasers acknowledge that the Company does not make neither Seller nor any of its Affiliates makes any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and Article IV, in Article V of the NGX Agreement or in any certificate delivered by the Company pursuant to this Related Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in ) that neither Seller nor any certificate delivered by the Company pursuant to this Agreement, the Company of its Affiliates makes no any representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Bi) any projections, estimates or budgets delivered or made available to the Purchaser Purchasers (or any of its their respective Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries Trayport Companies or (Cii) the future business and operations of the Company and its SubsidiariesTrayport Companies, and the Purchaser has Purchasers have not relied on or been induced by such information or any other representations representation or warranties (whether express or implied or made orally or in writing) warranty not expressly set forth in Section 3.01 and Article IV, in Article V of the NGX Agreement or in any certificate delivered such Related Agreement. Purchasers acknowledge that Seller’s and its Affiliates’ access to the business operations and management of the Trayport Companies has been limited by the Company pursuant to terms of the CMA Orders and any derogations therefrom that Seller and its Affiliates have obtained for the purposes of preparing for, and effecting, the transactions contemplated by this AgreementAgreement and the Related Agreements. (iib) The Purchaser has Purchasers have conducted its their own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries Trayport Companies and acknowledges the Purchaser has that Purchasers have been provided with sufficient access for such purposes. The Purchaser acknowledges Purchasers have not relied upon any representations, warranties or statements, whether express or implied, made by Seller, or any of its Affiliates, stockholders, controlling persons or representatives that are not expressly set forth in Article IV, in Article V of the NGX Agreement or in any Related Agreement, whether or not such representations and agrees warranties were made in writing or orally. Purchasers acknowledge and agree that, except for the representations and representations, warranties or statements expressly set forth in Section 3.01 and Article IV, in any certificate delivered by Article V of the Company pursuant to this AgreementNGX Agreement or in the Related Agreements, (i) neither Seller nor any of its Affiliates makes, or has made, any representations or warranties relating to itself, its Subsidiaries, the Trayport Companies or otherwise in connection with the transactions contemplated hereby and Purchasers are not relying on any representation or warranty except for those expressly set forth in this Agreement, the NGX Agreement or the Related Agreements, as applicable, (ii) no person Person has been authorized by the Company Seller or any of its Affiliates to make any representation or warranty relating to itself themselves or its 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 Purchaser Purchasers as having been authorized by the Companysuch party, and (iiiii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser Purchasers or any of its Affiliates or their representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 Article IV, in Article V of this the NGX Agreement and or in any certificate delivered by the Company pursuant to this AgreementRelated Agreements, as applicable.

No Additional Representations. (i) The Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement. (iii) Notwithstanding the foregoing, nothing in this Section 3.02(h) shall be deemed to limit the Purchaser’s or its Affiliates’ rights or remedies with respect to fraud.

No Additional Representations. (i) The Such Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the such Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the such Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Such Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the such Purchaser has been provided with sufficient access for such purposes. The Such Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 such Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the such Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement. In addition, each Purchaser acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any Representative of the Company, including Xxxxxxx Xxxxx & Co. LLC or any of its affiliates or any of their control persons, officers, directors and employees.

No Additional Representations. (i) The Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in ​ Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges that the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement.

No Additional Representations. TransWestern acknowledges and agrees that Seller shall be deemed not to have made any representation or warranty other than as expressly set forth in Section 3.1 (iand the subsections thereto) The Purchaser acknowledges that of this Agreement. Without limiting the Company generality of the foregoing and except for the express representations and warranties made by Seller in Section 3.1 (and the subsections thereto) of this Agreement, Seller does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to to: (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Bi) any projections, estimates or budgets heretofore delivered to or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) TransWestern of future revenues, expenses or expenditures or future results of operations (or any component thereof), cash flows or financial condition other than projections referenced in Section 3.1 (or any component thereofand the subsections thereto) of this Agreement or attached as part of the Company Schedules to this Agreement); (ii) any information or documents (financial or otherwise) made available to TransWestern or its counsel, accountants, advisers or representatives (other than information or documents specifically referenced in Section 3.1 (and its Subsidiaries the subsections thereto) of this Agreement or attached as part of the Schedules to this Agreement); (Ciii) the future business and operations value, nature, quality of condition, or state of repair of any of the Company and its Subsidiaries, Purchased Assets (other than as set forth in Section 3.1 (and the Purchaser has not relied on subsections thereto) of this Agreement or been induced by such information attached as part of the Schedules to this Agreement); or (iv) the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the any of the Purchased Assets, the Directories or of Seller's Business (other than as set forth in Section 3.1 (and the subsections thereto) of this Agreement or attached as part of the Schedules to this Agreement). Notwithstanding the foregoing, nothing in this Section 3.2(h) shall modify or limit, or be deemed to modify or limit, or otherwise affect or reduce Seller's representations or and warranties (whether express or implied or made orally or in writing) not to TransWestern, as expressly set forth in Section 3.01 3.1 (and in any certificate delivered by the Company pursuant subsections thereto) of this Agreement or attached as part of the Schedules to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement.

No Additional Representations. (ia) The Purchaser acknowledges Parent and Merger Sub acknowledge that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and Article III or in any certificate delivered by the Company pursuant to this AgreementParent or Merger Sub in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, ) that the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (Ba) any projections, estimates or budgets delivered or made available to the Purchaser Parent or Merger Sub (or any of its Affiliatestheir respective affiliates, officers, directors, employees or other representativesRepresentatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (Cb) the future business and operations of the Company and its Subsidiaries, and the Purchaser neither Parent nor Merger Sub has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this AgreementArticle III. (iib) The Purchaser has Xxxxxx and Xxxxxx Sub have conducted its their own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has acknowledge that Parent and Merger Sub have been provided with sufficient access for such purposes. The Purchaser acknowledges Except for the representations and agrees warranties expressly set forth in Article III or in any certificate delivered by the Company to Parent and/or Merger Sub in accordance with the terms hereof, in entering into this Agreement, each of Parent and Merger Sub have relied solely upon its independent investigation and analysis of the Company and the Company’s Subsidiaries, and Parent and Merger Sub acknowledge and agree that they have not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Company, its Subsidiaries, or any of their respective affiliates, stockholders, controlling persons or representatives that are not expressly set forth in Article III or in any certificate delivered by the Company to Parent and Merger Sub, whether or not such representations, warranties or statements were made in writing or orally. Parent and Merger Sub acknowledge and agree that, except for the representations and warranties expressly set forth in Section 3.01 and Article III or in any certificate delivered by the Company pursuant to the Parent or Merger Sub, (i) the Company does not make, and has not made, any representations or warranties relating to itself or its business or otherwise in connection with the transactions contemplated hereby and Parent and Merger Sub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (iii) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser Parent or Merger Sub as having been authorized by the Company, and (iiiii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser Parent or Merger Sub or any of its Affiliates or their representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are is the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this AgreementArticle III.

No Additional Representations. (i) The Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement. (ii) The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or 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 Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement.such

No Additional Representations. (i) The Such Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the such Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and the such Purchaser has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and or in any certificate delivered by the Company pursuant to this Agreement. (ii) The Such Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the such Purchaser has been provided with sufficient access for such purposes. The Such Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and or in any certificate delivered by the Company or the Guarantors pursuant to this Agreement, (i) no person has been authorized by the Company or the Guarantors to make any representation or warranty relating to itself or 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 such Purchaser as having been authorized by the CompanyCompany or the Guarantors, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the such Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company or the Guarantors unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and or in any certificate delivered by the Company or the Guarantors pursuant to this Agreement.