Common use of No Other Representations and Warranties Clause in Contracts

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT.

No Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE III (INCLUDING THE REPRESENTATIONS RELATED PORTIONS OF THE COMPANY DISCLOSURE SCHEDULES), THE ANCILLARY AGREEMENTS TO WHICH THE COMPANY IS A PARTY AND WARRANTIES ANY CERTIFICATES DELIVERED BY THE SELLERS CONTAINED HEREIN AND IN ANY OF THE CERTIFICATES DELIVERED COMPANY PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE TERMS HEREOF OR HISTORICAL OPERATIONS OF THEREOF, NEITHER THE BUSINESS COMPANY NOR ANY AFFILIATE THEREOF HAS MADE OR THE ACQUIRED ASSETS MAKES ANY REPRESENTATION OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWARRANTY, EXPRESS OR IMPLIED, AS AT LAW OR IN EQUITY, IN RESPECT OF ANY OF THE GROUP COMPANIES OR THEIR RESPECTIVE BUSINESSES, INCLUDING WITH RESPECT TO THE QUALITY, (A) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, (B) ACCURACY AND COMPLETENESS OF ANY INFORMATION PROVIDED OR MADE AVAILABLE TO ANY SPAC PARTY OR ANY OF ITS REPRESENTATIVES OR AFFILIATES (INCLUDING, FOR THIS PURPOSE, ANY INFORMATION, DOCUMENTS OR MATERIAL PROVIDED OR MADE AVAILABLE TO ANY SPAC PARTY OR ANY OF ITS REPRESENTATIVES OR AFFILIATES IN ANY DATA ROOM, MANAGEMENT PRESENTATION OR THE LIKE) AND (C) ANY ESTIMATES, PROJECTIONS OR OTHER FORECASTS AND PLANS, AND ANY SUCH OTHER REPRESENTATIONS AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED TO THE EXTENT ANY SUCH REPRESENTATION OR WARRANTY IS NOT EXPRESSLY SET FORTH IN THIS ARTICLE III (INCLUDING THE RELATED PORTIONS OF THE COMPANY DISCLOSURE SCHEDULES), THE ANCILLARY AGREEMENTS TO WHICH THE COMPANY IS A PARTICULAR PURPOSE PARTY OR ANY CERTIFICATES DELIVERED BY THE COMPANY PURSUANT TO THE TERMS HEREOF OR THEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS SECTION 3.25 SHALL LIMIT ANY CLAIM OR CAUSE OF ACTION (OR RECOVERY IN CONNECTION THEREWITH) WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTFRAUD (AS DEFINED HEREIN).

No Other Representations and Warranties. EACH SPAC PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, INCLUDING THE SPONSOR, HEREBY ACKNOWLEDGES AND AGREES THAT, NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLERS CONTAINED HEREIN COMPANY IN ARTICLE III, THE ANCILLARY AGREEMENTS TO WHICH THE COMPANY IS A PARTY AND IN ANY CERTIFICATES DELIVERED BY THE COMPANY PURSUANT TO THE TERMS HEREOF OR THEREOF, NO GROUP COMPANY OR AFFILIATE THEREOF NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE GROUP COMPANIES OR ANY OTHER PERSON OR ENTITY OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, NOTWITHSTANDING THE SOLE DELIVERY OR DISCLOSURE TO ANY OF THE SPAC PARTIES, THE SPONSOR OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION, FORECASTS, PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY ONE (1) OR MORE OF THE FOREGOING, AND EXCLUSIVE (B) NONE OF THE SPAC PARTIES NOR ANY OF THEIR RESPECTIVE AFFILIATES, INCLUDING THE SPONSOR, RELIED ON ANY REPRESENTATION OR WARRANTY FROM OR ANY OTHER INFORMATION PROVIDED BY ANY GROUP COMPANY OR ANY AFFILIATE THEREOF, INCLUDING ANY COMPANY STOCKHOLDER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF EXPRESSLY MADE BY THE SELLERS COMPANY IN ARTICLE III, THE ANCILLARY AGREEMENTS TO BUYER IN CONNECTION WITH THIS AGREEMENTWHICH THE COMPANY IS A PARTY OR ANY CERTIFICATES DELIVERED BY THE COMPANY PURSUANT TO THE TERMS HEREOF OR THEREOF, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDINGWARRANTIES, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, WHETHER EXPRESS OR IMPLIED, AS ARE EXPRESSLY DISCLAIMED BY THE COMPANY. NOTWITHSTANDING ANYTHING TO THE QUALITYCONTRARY IN THIS AGREEMENT, MERCHANTABILITY NOTHING IN THIS SECTION 4.23 SHALL LIMIT ANY CLAIM OR FITNESS FOR A PARTICULAR PURPOSE CAUSE OF ACTION (OR RECOVERY IN CONNECTION THEREWITH) WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTFRAUD (AS DEFINED HEREIN).

No Other Representations and Warranties. BUYER ACKNOWLEDGES AND AGREES THAT IT (A) HAS CONDUCTED ITS OWN INDEPENDENT REVIEW AND ANALYSIS OF, AND, BASED THEREON, HAS FORMED AN INDEPENDENT JUDGMENT CONCERNING, THE REPRESENTATIONS BUSINESS, ASSETS, CONDITION, OPERATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND IN ANY PROSPECTS OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE ENHANCED ENTITIES, AND (B) HAS BEEN FURNISHED WITH OR GIVEN ACCESS TO ALL INFORMATION ABOUT THE SOLE ENHANCED ENTITIES AND EXCLUSIVE THEIR RESPECTIVE BUSINESSES AND OPERATIONS AS SUCH BUYER AND ITS REPRESENTATIVES AND ADVISORS HAVE REQUESTED. IN ENTERING INTO THIS AGREEMENT, BUYER HAS RELIED SOLELY UPON ITS OWN INVESTIGATION AND ANALYSIS AND THE REPRESENTATIONS AND WARRANTIES OF THE COMPANIES SET FORTH IN Article III AND THE SELLERS TO BUYER SET FORTH IN CONNECTION WITH THIS AGREEMENTArticle IV (IN EACH CASE, AS QUALIFIED BY THE DISCLOSURE SCHEDULES), AND BUYER UNDERSTANDSACKNOWLEDGES THAT, ACKNOWLEDGES OTHER THAN AS SET FORTH IN Article III AND AGREES THAT ALL OTHER REPRESENTATIONS Article IV (IN EACH CASE, AS QUALIFIED BY THE DISCLOSURE SCHEDULES) AND WARRANTIES CONFIRMED IN THE CERTIFICATE REFERENCED IN Section 8.3(a)(ii), NONE OF THE ENHANCED ENTITIES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, EQUITYHOLDERS, AGENTS OR REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, (I) AS TO THE ACCURACY OR COMPLETENESS OF ANY KIND OF THE INFORMATION PROVIDED OR NATURE EXPRESSED MADE AVAILABLE TO ANY BUYER OR IMPLIED (INCLUDINGANY OF ITS RESPECTIVE AGENTS, WITHOUT LIMITATIONREPRESENTATIVES, ANY RELATING LENDERS OR AFFILIATES PRIOR TO THE EXECUTION OF THIS AGREEMENT AND (II) WITH RESPECT TO ANY PROJECTIONS, FORECASTS, ESTIMATES, PLANS OR BUDGETS OF FUTURE REVENUES, EXPENSES OR HISTORICAL EXPENDITURES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS (OR ANY COMPONENT THEREOF) OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE BUSINESS ANY ENHANCED ENTITY HERETOFORE OR THE ACQUIRED ASSETS HEREAFTER DELIVERED TO OR THE QUALITYMADE AVAILABLE TO ANY BUYER OR ANY OF ITS RESPECTIVE AGENTS, QUANTITY REPRESENTATIVES, LENDERS OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERSAFFILIATES. OTHER THAN THE REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANIES IN Article III AND THE SELLERS CONTAINED HEREININ Article IV (IN EACH CASE, AS QUALIFIED BY THE DISCLOSURE SCHEDULES) ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS, WARRANTIES AND STATEMENTS, INCLUDING ANY IMPLIED WARRANTIES AND OMISSIONS (EACH OF WHICH ARE HEREBY DISCLAIMED). THE TRANSACTION DOCUMENTS BUYERS ACKNOWLEDGE THAT THE SELLERS AND IN THE COMPANIES HEREBY DISCLAIM ANY SUCH OTHER OR IMPLIED REPRESENTATIONS, WARRANTIES OR STATEMENTS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE BUYERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA) AND THAT NO PERSON HAS BEEN AUTHORIZED BY THE SELLERS, THE ENHANCED ENTITIES, OR ANY OF THEIR RESPECTIVE AFFILIATES, TO MAKE ANY REPRESENTATION, WARRANTY OR STATEMENT RELATING TO THE CERTIFICATES DELIVERED PURSUANT HERETOSELLERS, THE SELLERS DO NOT MAKE ENHANCED ENTITIES, THE BUSINESS OF THE ENHANCED ENTITIES OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR OTHERWISE IN CONNECTION WITH THIS AGREEMENTTHE TRANSACTIONS CONTEMPLATED HEREBY EXCEPT AS SET FORTH IN Article III AND Article IV (IN EACH CASE, AS QUALIFIED BY THE DISCLOSURE SCHEDULES).

No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN IN ARTICLE IV, SECTIONS 4.1 AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE 4.2 AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETOSECTION 4.2(b), THE SELLERS DO NOT MAKE NO REPRESENTATION OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE QUALITYCONDITION, MERCHANTABILITY MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT PURPOSE. NOTWITHSTANDING ANYTHING TO THIS AGREEMENT. NOTHING HEREIN THE CONTRARY, (A) THE SELLERS SHALL NOT BE DEEMED TO AFFECT MAKE TO THE PURCHASER ANY REPRESENTATION OR WARRANTY OTHER THAN AS EXPRESSLY MADE BY THE SELLERS IN THIS AGREEMENT AND (B) THE SELLERS MAKE NO REPRESENTATION OR WARRANTY TO THE PURCHASER WITH RESPECT TO (I) ANY SELLER PURSUANT PROJECTIONS, ESTIMATES OR BUDGETS HERETOFORE DELIVERED TO ANY TRANSACTION DOCUMENT OR MADE AVAILABLE TO THE PURCHASER OR ITS COUNSEL, ACCOUNTANTS OR ADVISORS OF FUTURE REVENUES, EXPENSES OR EXPENDITURES OR FUTURE FINANCIAL RESULTS OF OPERATIONS OF THE SUBSIDIARIES UNLESS ALSO EXPRESSLY INCLUDED IN THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV, SECTIONS 4.1 AND 4.2, OR (II) EXCEPT AS EXPRESSLY COVERED BY A REPRESENTATION AND WARRANTY CONTAINED IN ARTICLE IV, SECTIONS 4.1 AND 4.2, ANY OTHER AGREEMENT INFORMATION OR INSTRUMENT DELIVERED PURSUANT DOCUMENTS (FINANCIAL OR OTHERWISE) MADE AVAILABLE TO PURCHASER OR ITS COUNSEL, ACCOUNTANTS OR ADVISORS WITH RESPECT TO THE SUBSIDIARIES, INCLUDING, WITHOUT LIMITATION INFORMATION MADE AVAILABLE TO THE PURCHASER IN ANY CONFIDENTIAL INFORMATION MEMORANDUM, PHYSICAL DATA ROOMS, VIRTUAL DATA ROOMS, MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF OR IN CONNECTION WITH THIS AGREEMENTTHE TRANSACTIONS.

No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III OF THIS AGREEMENT (AS MODIFIED BY THE SELLERS CONTAINED HEREIN COMPANY DISCLOSURE LETTER), IN ANY OTHER TRANSACTION DOCUMENT TO WHICH IT IS A PARTY AND IN ANY OF THE CERTIFICATES REQUIRED TO BE DELIVERED PURSUANT HERETO CONSTITUTE TO THIS AGREEMENT OR THE SOLE OTHER TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY, THE COMPANY MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER COMPANY HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY. IN CONNECTION WITH THIS AGREEMENTXXXXXX’S INVESTIGATION OF THE COMPANY, PARENT MAY HAVE RECEIVED FROM OR ON BEHALF OF THE COMPANY CERTAIN PROJECTIONS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO ESTIMATES, PROJECTIONS AND BUYER UNDERSTANDSOTHER FORECASTS AND PLANS (INCLUDING THE REASONABLENESS OF THE ASSUMPTIONS UNDERLYING ESTIMATES, PROJECTIONS AND FORECASTS). THE COMPANY, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDINGTHAT, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREINEXPRESSLY SET FORTH IN ARTICLE IV, IN ANY OTHER TRANSACTION DOCUMENT TO WHICH THE COMPANY IS A PARTY OR IN ANY CERTIFICATES REQUIRED TO BE DELIVERED PURSUANT TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENTS AND IN ANY OF TO WHICH THE CERTIFICATES DELIVERED PURSUANT HERETOCOMPANY IS A PARTY, IT IS NOT ACTING (INCLUDING, AS APPLICABLE, BY ENTERING INTO THIS AGREEMENT, THE SELLERS DO NOT MAKE OTHER TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY OR PROVIDE, CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY AND THE BUYER HEREBY WAIVES, THEREBY) IN RELIANCE ON: (A) ANY WARRANTY REPRESENTATION OR REPRESENTATIONWARRANTY, EXPRESS OR IMPLIED, AS BY PARENT OR MERGER SUB; (B) ANY ESTIMATE, PROJECTION, PREDICTION, DATA, FINANCIAL INFORMATION, MEMORANDUM, PRESENTATION OR OTHER MATERIALS OR INFORMATION PROVIDED OR ADDRESSED TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT COMPANY OR ANY OF ITS AFFILIATES OR OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR REPRESENTATIVES, IN CONNECTION WITH PRESENTATIONS BY OR DISCUSSIONS WITH PARENT’S MANAGEMENT WHETHER PRIOR TO OR AFTER THE DATE OF THIS AGREEMENTAGREEMENT OR IN ANY OTHER FORUM OR SETTING; OR (C) THE ACCURACY OR COMPLETENESS OF ANY OTHER REPRESENTATION, WARRANTY, ESTIMATE, PROJECTION, PREDICTION, DATA, FINANCIAL INFORMATION, MEMORANDUM, PRESENTATION OR OTHER MATERIALS OR INFORMATION.

No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE II AS MODIFIED BY THE SELLERS CONTAINED HEREIN DISCLOSURE SCHEDULES, NEITHER SELLER, HALL NOR ANY OTHER PERSON MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER OR ITS AFFILIATES, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS, THE PURCHASED ASSETS, THE BUSINESS, THE LEASED REAL PROPERTY OR THE TRANSACTIONS, THE ASSUMED LIABILITIES OR ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED OR ASSUMED PURSUANT HERETO, AND IN SELLER DISCLAIMS ANY OTHER REPRESENTATIONS, WARRANTIES, FORECASTS, PROJECTIONS, STATEMENTS OR INFORMATION, WHETHER MADE OR FURNISHED BY SELLER OR ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE ITS AFFILIATES OR ANY OF ITS OR THEIR REPRESENTATIVES. SELLER AND EXCLUSIVE REPRESENTATIONS HALL EACH EXPRESSLY DISCLAIM ANY LIABILITY AND WARRANTIES RESPONSIBILITY FOR ANY STATEMENT OR INFORMATION NOT CONTAINED IN THIS AGREEMENT WHETHER SUCH STATEMENT OR INFORMATION IS MADE OR COMMUNICATED, BY OVERSIGHT OR OTHERWISE (ORALLY OR IN WRITING), TO PURCHASER OR ANY OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED ITS AFFILIATES (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OPINION, INFORMATION, PROJECTION, STATEMENT OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE ADVICE PROVIDED BY ANY EMPLOYEE, OFFICER, DIRECTOR, AGENT, EQUITYHOLDER OR OTHER REPRESENTATIVE OF SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTTHE TRANSACTIONS CONTEMPLATED HEREBY).

No Other Representations and Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES BY SET FORTH IN THIS ARTICLE III (INCLUDING THE SELLERS CONTAINED HEREIN AND IN ANY RELATED PORTIONS OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENTDISCLOSURE LETTER), AND BUYER UNDERSTANDSNO SELLER OR ANY OTHER PERSON HAS MADE OR MAKES ANY REPRESENTATION OR WARRANTY, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND WRITTEN OR NATURE EXPRESSED OR IMPLIED (INCLUDINGORAL, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONSTATUTORY, EXPRESS OR IMPLIED, AT COMMON LAW OR OTHERWISE, WITH RESPECT TO ANY SELLER, THE PURCHASED ASSETS, THE BUSINESS OR THE CONTEMPLATED TRANSACTIONS; AND (B) NO SELLER OR ANY OTHER PERSON HAS MADE OR MAKES ANY REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, AT COMMON LAW OR OTHERWISE, AS TO THE QUALITYACCURACY, MERCHANTABILITY COMPLETENESS OR FITNESS FOR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO BUYER AND ITS REPRESENTATIVES BY OR ON BEHALF OF SELLERS AND ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO BUYER IN THE DATA ROOM, MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE CONTEMPLATED TRANSACTIONS, OTHER THAN IN THE CASE OF CLAUSE (B), TO THE EXTENT ANY SUCH INFORMATION, DATA OR MATERIAL IS ITSELF THE SUBJECT OF A PARTICULAR PURPOSE REPRESENTATION OR WARRANTY CONTAINED IN THIS ARTICLE III (INCLUDING THE RELATED PORTION OF THE DISCLOSURE LETTER). EACH SELLER ACKNOWLEDGES AND AGREES THAT NONE OF BUYER OR ANY OTHER PERSON HAS MADE OR MAKES ANY REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, AT COMMON LAW OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR BUYER EXCEPT AS SET FORTH IN CONNECTION WITH THIS AGREEMENTARTICLE IV.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND EXCEPT AS SET FORTH IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENTARTICLE IV, AND BUYER UNDERSTANDSISI MAKES NO REPRESENTATION OR WARRANTY, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING INCLUDING THOSE REFERRED TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND UNIFORM COMMERCIAL CODE OR IN ANY STATUTE OR RULE OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE LAW THAT CAN BE LIMITED OR PROVIDEWAIVED AND WOULD OTHERWISE BE APPLICABLE TO REAL PROPERTY), AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN ASSETS AND BUSINESS OF ISI SHALL BE DEEMED TO AFFECT BE “AS IS, WHERE IS” ON THE CLOSING DATE, AND IN THEIR THEN-PRESENT CONDITION. ISI HEREBY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER WRITTEN OR ORAL, AND ISI IS NOT, DIRECTLY OR INDIRECTLY, MAKING ANY REPRESENTATIONS OR WARRANTIES REGARDING THE PRO-FORMA FINANCIAL INFORMATION, FINANCIAL PROJECTIONS OR OTHER FORWARD-LOOKING STATEMENTS OF ISI OR ANY OF ITS SUBSIDIARIES. ISH, ILG AND THE COMPANY AGREE, TO THE FULLEST EXTENT PERMITTED BY LAW, THAT NONE OF ISI, FARADAY OR ISI’S SUBSIDIARIES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES WILL, EXCEPT IN THE CASE OF FRAUD, HAVE ANY LIABILITY OR RESPONSIBILITY WHATSOEVER TO ISH, ILG, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES ON ANY BASIS (INCLUDING IN CONTRACT OR TORT, UNDER APPLICABLE SECURITIES LAWS OR OTHERWISE) BASED UPON INFORMATION PROVIDED OR MADE AVAILABLE TO ISH, ILG OR THE COMPANY UNLESS ANY SUCH INFORMATION IS EXPRESSLY AND SPECIFICALLY INCLUDED IN A REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR CONTAINED IN CONNECTION WITH THIS AGREEMENT.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND EXCEPT AS MAY EXPRESSLY BE SET FORTH IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDSTHE PURCHASE AGREEMENT OR ANY ANCILLARY AGREEMENT, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES (A) LICENSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSE OF ANY RETAINED LICENSED INTELLECTUAL PROPERTY, (B) ALL OF THE RETAINED LICENSED INTELLECTUAL PROPERTY TO BE LICENSED IN ACCORDANCE WITH THIS AGREEMENT, THE PURCHASE AGREEMENT OR ANY ANCILLARY AGREEMENT SHALL BE LICENSED ON AN “AS IS, WHERE IS” BASIS, AND ALL IMPLIED WARRANTIES AS TO THE QUALITYVALIDITY OR NON-INFRINGEMENT OF THE RETAINED LICENSED INTELLECTUAL PROPERTY AND AS TO THE ADEQUACY OF THE RETAINED LICENSED INTELLECTUAL PROPERTY FOR THEIR PURPOSE ARE HEREBY EXPRESSLY DISCLAIMED, MERCHANTABILITY AND (C) NONE OF THE PARTIES HERETO OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT WITH RESPECT TO ANY TRANSACTION DOCUMENT INFORMATION, DOCUMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR MATERIAL MADE AVAILABLE IN CONNECTION WITH THE ENTERING INTO OF THIS AGREEMENT, THE PURCHASE AGREEMENT, ANY ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

No Other Representations and Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES BY SET FORTH IN THIS ARTICLE III (INCLUDING THE SELLERS CONTAINED HEREIN AND IN ANY RELATED PORTIONS OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENTDISCLOSURE LETTER), AND BUYER UNDERSTANDSNEITHER SELLER NOR ANY OTHER PERSON HAS MADE OR MAKES ANY REPRESENTATION OR WARRANTY, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND WRITTEN OR NATURE EXPRESSED OR IMPLIED (INCLUDINGORAL, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONSTATUTORY, EXPRESS OR IMPLIED, AT COMMON LAW OR OTHERWISE, WITH RESPECT TO SELLER, THE PURCHASED ASSETS, THE BUSINESS OR THE CONTEMPLATED TRANSACTIONS; AND (B) NEITHER SELLER NOR ANY OTHER PERSON HAS MADE OR MAKES ANY REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, AT COMMON LAW OR OTHERWISE, AS TO THE QUALITYACCURACY, MERCHANTABILITY COMPLETENESS OR FITNESS FOR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO BUYER AND ITS REPRESENTATIVES BY OR ON BEHALF OF SELLER AND ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO BUYER IN THE DATA ROOM, MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE CONTEMPLATED TRANSACTIONS, OTHER THAN IN THE CASE OF CLAUSE (B), TO THE EXTENT ANY SUCH INFORMATION, DATA OR MATERIAL IS ITSELF THE SUBJECT OF A PARTICULAR PURPOSE REPRESENTATION OR WARRANTY CONTAINED IN THIS ARTICLE III (INCLUDING THE RELATED PORTION OF THE DISCLOSURE LETTER). SELLER ACKNOWLEDGES AND AGREES THAT NONE OF BUYER OR ANY OTHER PERSON HAS MADE OR MAKES ANY REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, AT COMMON LAW OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR BUYER EXCEPT AS SET FORTH IN CONNECTION WITH THIS AGREEMENTARTICLE IV.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND EXCEPT AS MAY EXPRESSLY BE SET FORTH IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, THE CONTRIBUTION AND BUYER UNDERSTANDSDISTRIBUTION AGREEMENT OR ANY ANCILLARY AGREEMENT, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES (A) LICENSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSE OF ANY RETAINED LICENSED INTELLECTUAL PROPERTY, (B) ALL OF THE RETAINED LICENSED INTELLECTUAL PROPERTY TO BE LICENSED IN ACCORDANCE WITH THIS AGREEMENT, THE CONTRIBUTION AND DISTRIBUTION AGREEMENT OR ANY ANCILLARY AGREEMENT SHALL BE LICENSED ON AN “AS IS, WHERE IS” BASIS, AND ALL IMPLIED WARRANTIES AS TO THE QUALITYVALIDITY OR NON-INFRINGEMENT OF THE RETAINED LICENSED INTELLECTUAL PROPERTY AND AS TO THE ADEQUACY OF THE RETAINED LICENSED INTELLECTUAL PROPERTY FOR THEIR PURPOSE ARE HEREBY EXPRESSLY DISCLAIMED, MERCHANTABILITY AND (C) NONE OF THE PARTIES HERETO OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT WITH RESPECT TO ANY TRANSACTION DOCUMENT INFORMATION, DOCUMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR MATERIAL MADE AVAILABLE IN CONNECTION WITH THE ENTERING INTO OF THIS AGREEMENT, THE CONTRIBUTION AND DISTRIBUTION AGREEMENT, ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

No Other Representations and Warranties. THE SELLER, ON BEHALF OF ITSELF AND ITS AFFILIATES AND REPRESENTATIVES ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS AND WARRANTIES MADE BY THE SELLERS CONTAINED HEREIN AND PURCHASER IN ANY OF ARTICLE IV ARE THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF MADE BY THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER PURCHASER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV, THE SELLER, ON BEHALF OF ITSELF AND ITS AFFILIATES AND REPRESENTATIVES HEREBY DISCLAIMS ANY KIND OR NATURE EXPRESSED OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY INCLUDED IN THIS AGREEMENT WHETHER OR NOT MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLER, ON BEHALF OF ITSELF AND ITS AFFILIATES AND REPRESENTATIVES OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE WARRANTY REGARDING ANY PRO FORMA FINANCIAL INFORMATION, FINANCIAL PROJECTIONS OR HISTORICAL OPERATIONS OTHER FORWARD-LOOKING STATEMENTS PROVIDED BY OR ON BEHALF OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITYPURCHASER, QUANTITY OR CONDITION WARRANTY OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREINMERCHANTABILITY, IN THE TRANSACTION DOCUMENTS AND IN ANY WARRANTY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE, OR ANY IMPLIED OR STATUTORY WARRANTY WHATSOEVER WITH RESPECT TO THIS AGREEMENTTHE PURCHASER AND ANY OF ITS ASSETS OR PROPERTIES, INCLUDING WITHOUT LIMITATION ANY REAL OR PERSONAL PROPERTY OR ANY FIXTURES. NOTHING HEREIN SHALL BE DEEMED TO AFFECT NEITHER THE SELLER NOR ANY OTHER PERSON ACTING ON ITS BEHALF HAS RELIED ON ANY INFORMATION OR ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT NOT SET FORTH IN THIS ARTICLE IV OR IN ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR ENTERED INTO IN CONNECTION WITH THIS AGREEMENTTHE TRANSACTIONS THAT CONTAINS A REPRESENTATION AND WARRANTY MADE BY THE PURCHASER.

No Other Representations and Warranties. EACH OF PARENT AND MERGER SUB ACKNOWLEDGES AND AGREES THAT IT (A) HAS CONDUCTED ITS OWN INDEPENDENT REVIEW AND ANALYSIS OF, AND, BASED THEREON, HAS FORMED AN INDEPENDENT JUDGMENT CONCERNING, THE REPRESENTATIONS BUSINESS, ASSETS, CONDITION, OPERATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND IN ANY PROSPECTS OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE GROUP COMPANIES, AND (B) HAS BEEN FURNISHED WITH OR GIVEN ACCESS TO ALL INFORMATION ABOUT THE SOLE GROUP COMPANIES AND EXCLUSIVE THEIR RESPECTIVE BUSINESSES AND OPERATIONS AS PARENT AND ITS REPRESENTATIVES AND ADVISORS HAVE REQUESTED. IN ENTERING INTO THIS AGREEMENT, PARENT HAS RELIED SOLELY UPON ITS OWN INVESTIGATION AND ANALYSIS AND THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER COMPANY SET FORTH IN CONNECTION WITH THIS AGREEMENTARTICLE 3 (AS MODIFIED BY THE COMPANY DISCLOSURE LETTER), AND BUYER UNDERSTANDSPARENT ACKNOWLEDGES THAT, ACKNOWLEDGES OTHER THAN AS SET FORTH IN ARTICLE 3 (AS MODIFIED BY THE COMPANY DISCLOSURE LETTER) AND AGREES THAT ALL IN THE CERTIFICATES OR OTHER REPRESENTATIONS AND WARRANTIES AGREEMENTS OR INSTRUMENTS DELIVERED PURSUANT HERETO, NONE OF THE GROUP COMPANIES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, EQUITYHOLDERS, AGENTS OR REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, (I) AS TO THE ACCURACY OR COMPLETENESS OF ANY KIND OF THE INFORMATION PROVIDED OR NATURE EXPRESSED MADE AVAILABLE TO PARENT OR IMPLIED (INCLUDINGANY OF ITS RESPECTIVE AGENTS, WITHOUT LIMITATIONREPRESENTATIVES, ANY RELATING LENDERS OR AFFILIATES PRIOR TO THE EXECUTION OF THIS AGREEMENT AND (II) WITH RESPECT TO ANY PROJECTIONS, FORECASTS, ESTIMATES, PLANS OR BUDGETS OF FUTURE REVENUES, EXPENSES OR HISTORICAL EXPENDITURES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS (OR ANY COMPONENT THEREOF) OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE BUSINESS ANY GROUP COMPANY HERETOFORE OR THE ACQUIRED ASSETS HEREAFTER DELIVERED TO OR THE QUALITYMADE AVAILABLE TO PARENT OR ANY OF ITS RESPECTIVE AGENTS, QUANTITY REPRESENTATIVES, LENDERS OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERSAFFILIATES. OTHER THAN THE REPRESENTATIONS AND WARRANTIES MADE BY THE SELLERS CONTAINED HEREINCOMPANY IN ARTICLE 3 (AS MODIFIED BY THE COMPANY DISCLOSURE LETTER) ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS, IN WARRANTIES AND STATEMENTS, INCLUDING ANY IMPLIED WARRANTIES AND OMISSIONS (EACH OF WHICH ARE HEREBY DISCLAIMED). PARENT AND MERGER SUB ACKNOWLEDGE THAT THE TRANSACTION DOCUMENTS EQUITYHOLDERS AND IN THE COMPANY HEREBY DISCLAIM ANY SUCH OTHER OR IMPLIED REPRESENTATIONS, WARRANTIES OR STATEMENTS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PARENT, MERGER SUB OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA) AND THAT NO PERSON HAS BEEN AUTHORIZED BY THE EQUITYHOLDERS, THE GROUP COMPANIES, OR ANY OF THEIR RESPECTIVE AFFILIATES, TO MAKE ANY REPRESENTATION, WARRANTY OR STATEMENT RELATING TO THE CERTIFICATES DELIVERED PURSUANT HERETOEQUITYHOLDERS, THE SELLERS DO NOT MAKE GROUP COMPANIES, THE BUSINESS OF THE GROUP DOC ID - 32901658.22 61 COMPANIES OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR OTHERWISE IN CONNECTION WITH THIS AGREEMENTTHE TRANSACTIONS CONTEMPLATED HEREBY EXCEPT AS SET FORTH IN ARTICLE 3 (AS MODIFIED BY THE COMPANY DISCLOSURE LETTER).

No Other Representations and Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND SET FORTH IN THIS ARTICLE III, NONE OF SELLER OR ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENTOTHER PERSON HAS MADE OR MAKES ANY REPRESENTATION OR WARRANTY, AND BUYER UNDERSTANDSWRITTEN OR ORAL, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONSTATUTORY, EXPRESS OR IMPLIED, AT COMMON LAW OR OTHERWISE, WITH RESPECT TO SELLER, THE PURCHASED ASSETS, THE COMPOUND PROGRAM OR THE CONTEMPLATED TRANSACTIONS; AND (B) NONE OF SELLER OR ANY OTHER PERSON HAS MADE OR MAKES ANY REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, AT COMMON LAW OR OTHERWISE, AS TO THE QUALITYACCURACY, MERCHANTABILITY COMPLETENESS OR FITNESS MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO BUYER AND ITS REPRESENTATIVES BY OR ON BEHALF OF SELLER AND ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO BUYER IN THE DATA ROOM, MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE CONTEMPLATED TRANSACTIONS, OTHER THAN IN THE CASE OF CLAUSE (B), TO THE EXTENT ANY SUCH INFORMATION, DATA OR MATERIAL IS ITSELF THE SUBJECT OF A REPRESENTATION OR WARRANTY CONTAINED IN THIS ARTICLE III; PROVIDED THAT, EXCEPT FOR FORWARD LOOKING STATEMENTS REGARDING THE FUTURE PROSPECTS OF THE PURCHASED ASSETS OR THE COMPOUND PROGRAM (INCLUDING FINANCIAL PROJECTIONS OR BUDGETS OR ANY SUCH STATEMENTS RELATING TO RESEARCH OR DEVELOPMENT PLANS), NOTHING IN THIS AGREEMENT SHALL PREVENT BUYER FROM ASSERTING OR RECOVERING FOR A PARTICULAR PURPOSE CLAIM AGAINST SELLER FOR INTENTIONAL FRAUD. SELLER ACKNOWLEDGES AND AGREES THAT NONE OF BUYER OR ANY OTHER PERSON HAS MADE OR MAKES ANY REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, AT COMMON LAW OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR BUYER EXCEPT AS SET FORTH IN CONNECTION WITH THIS AGREEMENTARTICLE IV.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND PURCHASER HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE III, NONE OF SELLER OR ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND ITS AFFILIATES OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETOTHEIR RESPECTIVE REPRESENTATIVES HAS MADE, THE SELLERS DO NOT IS MAKING, OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO PURCHASER, ANY OF ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO SELLER, ANY OF THE TARGET COMPANIES OR ANY OF THE BUSINESSES, ASSETS OR PROPERTIES OF THE FOREGOING, OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE QUALITYMERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT PURPOSE, FUTURE RESULTS, PROPOSED BUSINESSES OR FUTURE PLANS. WITHOUT LIMITING THE FOREGOING AND NOTWITHSTANDING ANYTHING TO THIS AGREEMENT. NOTHING HEREIN THE CONTRARY, NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES SHALL BE DEEMED TO AFFECT MAKE TO PURCHASER OR ITS AFFILIATES OR REPRESENTATIVES ANY REPRESENTATION OR WARRANTY OTHER THAN AS EXPRESSLY MADE BY SELLER TO PURCHASER IN ARTICLE III. PURCHASER HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT REPRESENTATION OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR WARRANTY THAT IS NOT EXPRESSLY SET FORTH IN CONNECTION WITH ARTICLE III OF THIS AGREEMENT.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT (AND THE SELLERS RE-AFFIRMATIONS THEREOF SET FORTH IN THE CLOSING CERTIFICATION), TOGETHER WITH THE TITLE WARRANTIES IN THE ASSIGNMENT TO BUYER BE DELIVERED AT THE CLOSING BY SELLER (COLLECTIVELY “SELLER’S WARRANTIES”) ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITATION OF THE FOREGOING, SELLER EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, RELATING TO: (i) TITLE TO THE ACQUIRED ASSETS; (ii) THE CONDITION, QUANTITY, QUALITY, CONFORMITY TO MODELS OR SAMPLES, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT OF ANY ACQUIRED ASSETS; (iii) THE ACCURACY OR COMPLETENESS OF ANY DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION, OR MATERIALS FURNISHED OR MADE AVAILABLE TO PURCHASER IN CONNECTION WITH THIS AGREEMENTAGREEMENT OR THE CONTEMPLATED TRANSACTIONS WHETHER BEFORE, AND BUYER UNDERSTANDSON, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OR AFTER THE EXECUTION DATE; (iv) PRICING ASSUMPTIONS, OR QUALITY OR QUANTITY OF ANY KIND OR NATURE EXPRESSED OR IMPLIED HYDROCARBON RESERVES (INCLUDINGIF ANY), WITHOUT LIMITATION, ANY RELATING ATTRIBUTABLE TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY ABILITY OR POTENTIAL OF THE ACQUIRED ASSETS TO PRODUCE HYDROCARBONS; (v) THE ENVIRONMENTAL CONDITION OF THE ACQUIRED ASSETS, BOTH SURFACE AND SUBSURFACE; OR (vi) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. ANY OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS MATTERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE MATERIALS FURNISHED OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS MADE AVAILABLE TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT PURCHASER OR ANY OTHER AGREEMENT OF ITS ENTITY REPRESENTATIVES BY SELLER OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTANY OF ITS ENTITY REPRESENTATIVES.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND EACH SELLER HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE V, NONE OF PURCHASER OR ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND ITS AFFILIATES OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETOTHEIR RESPECTIVE REPRESENTATIVES HAS MADE, THE SELLERS DO NOT IS MAKING, OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO SELLER, THE COMPANY ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO PURCHASER OR ANY OF ITS BUSINESSES, ASSETS OR PROPERTIES OF THE FOREGOING, OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE QUALITYMERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT PURPOSE, FUTURE RESULTS, PROPOSED BUSINESSES OR FUTURE PLANS. WITHOUT LIMITING THE FOREGOING AND NOTWITHSTANDING ANYTHING TO THIS AGREEMENT. NOTHING HEREIN THE CONTRARY, NONE OF PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES SHALL BE DEEMED TO AFFECT MAKE TO ANY SELLER, THE COMPANY OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES ANY REPRESENTATION OR WARRANTY OTHER THAN AS EXPRESSLY MADE BY PURCHASER TO SELLERS IN ARTICLE V. EACH SELLER HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT REPRESENTATION OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR WARRANTY THAT IS NOT EXPRESSLY SET FORTH IN CONNECTION WITH ARTICLE V OF THIS AGREEMENT.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO The representations and warranties of each of the Sellers contained in this ARTICLE 3 or in any Seller Document or certificate delivered by such Seller pursuant to this Agreement constitute the sole and exclusive representations and warranties of such Seller to Buyer regarding such Seller in connection with this Agreement and the transactions contemplated hereby. BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT EACH SELLER DISCLAIMS ALL WARRANTIES OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATIONTHAN THOSE EXPRESSLY CONTAINED IN THIS AGREEMENT, ANY RELATING SELLER DOCUMENT AND ANY CERTIFICATE DELIVERED BY SUCH SELLER PURSUANT TO THE FUTURE THIS AGREEMENT AS TO SELLER AND HIS, HER OR HISTORICAL OPERATIONS ITS BUSINESS, ASSETS, LIABILITIES, CONDITIONS (FINANCIAL OR OTHERWISE), RESULTS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDEOPERATION, AND THE BUYER HEREBY WAIVESPROSPECTS, ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT PURPOSE, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING SUCH SELLER FURNISHED OR MADE BY AVAILABLE TO BUYER AND ITS REPRESENTATIVES (INCLUDING ANY SELLER PURSUANT INFORMATION, DOCUMENTS, OR MATERIAL MADE AVAILABLE TO BUYER IN THE ELECTRONIC DATA ROOM, MANAGEMENT PRESENTATIONS, OR IN ANY TRANSACTION DOCUMENT OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED HEREBY) OR AS TO THE FUTURE REVENUE, PROFITABILITY, OR SUCCESS OF THE COMPANY, OR ANY OTHER AGREEMENT REPRESENTATION OR INSTRUMENT DELIVERED PURSUANT TO WARRANTY ARISING FROM STATUTE OR OTHERWISE IN CONNECTION WITH THIS AGREEMENTLAW.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO Buyer acknowledges and agrees that the representations and warranties regarding the Company Group contained in this ARTICLE 2 or ARTICLE 3 or in any Company Document or certificate delivered by the Company pursuant to this Agreement constitute the sole and exclusive representations and warranties to Buyer regarding the Company Group, MHM and the Business in connection with this Agreement and the transactions contemplated hereby. BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE COMPANY GROUP DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS THOSE EXPRESSLY CONTAINED IN ARTICLE 2 AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS ARTICLE 3 AND IN ANY OF COMPANY DOCUMENT AND CERTIFICATE DELIVERED BY THE CERTIFICATES DELIVERED COMPANY GROUP PURSUANT HERETOTO THIS AGREEMENT AS TO THE COMPANY GROUP, THE SELLERS DO NOT MAKE OR PROVIDEMHM, AND THE BUYER HEREBY WAIVESTHEIR RESPECTIVE BUSINESSES, ANY WARRANTY ASSETS, LIABILITIES, CONDITIONS (FINANCIAL OR REPRESENTATIONOTHERWISE), RESULTS OF OPERATION, AND PROSPECTS, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT PURPOSE, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE COMPANY GROUP AND MHM FURNISHED OR MADE BY AVAILABLE TO BUYER AND ITS REPRESENTATIVES (INCLUDING ANY SELLER PURSUANT INFORMATION, DOCUMENTS, OR MATERIAL MADE AVAILABLE TO BUYER IN THE ELECTRONIC DATA ROOM, MANAGEMENT PRESENTATIONS, OR IN ANY TRANSACTION DOCUMENT OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED HEREBY) OR AS TO THE FUTURE REVENUE, PROFITABILITY, OR SUCCESS OF THE COMPANY GROUP, OR ANY OTHER AGREEMENT REPRESENTATION OR INSTRUMENT DELIVERED PURSUANT TO WARRANTY ARISING FROM STATUTE OR OTHERWISE IN CONNECTION WITH THIS AGREEMENTLAW.

No Other Representations and Warranties. PURCHASER HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE III AND ARTICLE IV, NONE OF SELLERS OR THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND IN COMPANY OR ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND THEIR RESPECTIVE AFFILIATES OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETOTHEIR RESPECTIVE REPRESENTATIVES HAS MADE, THE SELLERS DO NOT IS MAKING, OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO PURCHASER, ANY OF ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO SELLERS, ANY OF THE COMPANY ENTITIES OR ANY OF THE BUSINESSES, ASSETS OR PROPERTIES OF THE FOREGOING, OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE QUALITYMERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT PURPOSE, FUTURE RESULTS, PROPOSED BUSINESSES OR FUTURE PLANS. WITHOUT LIMITING THE FOREGOING AND NOTWITHSTANDING ANYTHING TO THIS AGREEMENT. NOTHING HEREIN THE CONTRARY, NONE OF SELLERS OR THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES SHALL BE DEEMED TO AFFECT MAKE TO PURCHASER OR ITS AFFILIATES OR REPRESENTATIVES ANY REPRESENTATION OR WARRANTY OTHER THAN AS EXPRESSLY MADE BY ALL SELLERS TO PURCHASER IN ARTICLE III AND BY CERTAIN SELLERS AND THE COMPANY IN ARTICLE IV. PURCHASER HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT REPRESENTATION OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR WARRANTY THAT IS NOT EXPRESSLY SET FORTH IN CONNECTION WITH ARTICLE III AND ARTICLE IV OF THIS AGREEMENT.

No Other Representations and Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND SET FORTH IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDSNONE OF SELLER OR ANY OTHER PERSON HAS MADE OR MAKES ANY REPRESENTATION OR WARRANTY, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND WRITTEN OR NATURE EXPRESSED OR IMPLIED (INCLUDINGORAL, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONSTATUTORY, EXPRESS OR IMPLIED, AT COMMON LAW OR OTHERWISE, WITH RESPECT TO SELLER OR THE PURCHASED ASSETS; AND (B) NONE OF SELLER OR ANY OTHER PERSON HAS MADE OR MAKES ANY REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, AT COMMON LAW OR OTHERWISE, AS TO THE QUALITYACCURACY, MERCHANTABILITY COMPLETENESS OR FITNESS FOR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO BUYER AND ITS REPRESENTATIVES BY OR ON BEHALF OF SELLER AND ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO BUYER IN THE DATA ROOM, MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE CONTEMPLATED TRANSACTIONS, OTHER THAN (X) IN THE CASE OF CLAUSES (A) AND (B), IN THE CASE OF FRAUD, AND (Y) IN THE CASE OF CLAUSE (B), TO THE EXTENT ANY SUCH INFORMATION, DATA OR MATERIAL IS ITSELF THE SUBJECT OF A PARTICULAR PURPOSE REPRESENTATION OR WARRANTY CONTAINED IN THIS AGREEMENT. SELLER ACKNOWLEDGES AND AGREES THAT NONE OF BUYER OR ANY OTHER PERSON HAS MADE OR MAKES ANY REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, AT COMMON LAW OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR BUYER EXCEPT AS SET FORTH IN CONNECTION WITH THIS AGREEMENT.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE 3 (AS MODIFIED BY THE SELLERS CONTAINED HEREIN AND IN COMPANY DISCLOSURE LETTER), NONE OF THE GROUP COMPANIES, NOR ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, MAKE OR HAVE MADE ANY REPRESENTATION OR WARRANTY IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER EXPRESSLY DISCLAIM ANY REPRESENTATIONS AND OR WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONNATURE, EXPRESS OR IMPLIED, WHETHER MADE BY THE GROUP COMPANIES, THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, MEMBERS, EQUITYHOLDERS, MANAGERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES, AS TO THE QUALITYCONDITION, MERCHANTABILITY VALUE, PROBABLE SUCCESS, PROFITABILITY OR QUALITY OF THEIR RESPECTIVE BUSINESSES OR ASSETS, AND THE GROUP COMPANIES SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN THEIR RESPECTIVE ASSETS, ANY PART THEREOF, THE WORKMANSHIP THEREOF, AND THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT SUCH ASSETS ARE BEING ACQUIRED “AS IS, WHERE IS” ON THE CLOSING DATE, AND IN THEIR PRESENT CONDITION, AND PARENT AND MERGER SUB SHALL BE DEEMED RELY ON THEIR OWN EXAMINATION AND INVESTIGATION THEREOF, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO AFFECT PARENT, MERGER SUB OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY REPRESENTATION DOCUMENTATION OR WARRANTY MADE BY OTHER INFORMATION (INCLUDING ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT FINANCIAL PROJECTIONS OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTSUPPLEMENTAL DATA).

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND EXCEPT AS SET FORTH IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENTARTICLE V, AND BUYER UNDERSTANDSILG MAKES NO REPRESENTATION OR WARRANTY, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING INCLUDING THOSE REFERRED TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND UNIFORM COMMERCIAL CODE OR IN ANY STATUTE OR RULE OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE LAW THAT CAN BE LIMITED OR PROVIDEWAIVED AND WOULD OTHERWISE BE APPLICABLE TO REAL PROPERTY), AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN ASSETS AND BUSINESS OF ILG SHALL BE DEEMED TO AFFECT BE “AS IS, WHERE IS” ON THE CLOSING DATE, AND IN THEIR THEN-PRESENT CONDITION. ILG HEREBY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER WRITTEN OR ORAL, AND ILG IS NOT, DIRECTLY OR INDIRECTLY, MAKING ANY REPRESENTATIONS OR WARRANTIES REGARDING THE PRO-FORMA FINANCIAL INFORMATION, FINANCIAL PROJECTIONS OR OTHER FORWARD-LOOKING STATEMENTS OF ILG OR ANY OF ITS SUBSIDIARIES. ISI, FARADAY AND THE COMPANY AGREE, TO THE FULLEST EXTENT PERMITTED BY LAW, THAT NONE OF ISH, ILG OR ILG’S SUBSIDIARIES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES WILL, EXCEPT IN THE CASE OF FRAUD, HAVE ANY LIABILITY OR RESPONSIBILITY WHATSOEVER TO ISI, FARADAY, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES ON ANY BASIS (INCLUDING IN CONTRACT OR TORT, UNDER APPLICABLE SECURITIES LAWS OR OTHERWISE) BASED UPON INFORMATION PROVIDED OR MADE AVAILABLE TO ISI, FARADAY OR THE COMPANY UNLESS ANY SUCH INFORMATION IS EXPRESSLY AND SPECIFICALLY INCLUDED IN A REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR CONTAINED IN CONNECTION WITH THIS AGREEMENT.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS MAKE NO REPRESENTATION OR WARRANTY TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONBUYER, EXPRESS OR IMPLIED, WITH RESPECT TO THE BUSINESS, THE PURCHASED ASSETS, THE COMPANY, ITS SUBSIDIARIES OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE QUALITYMERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENTOR FUTURE RESULTS, OTHER THAN AS EXPRESSLY PROVIDED IN ARTICLES V AND VI. NOTHING HEREIN SHALL BE DEEMED TO AFFECT WITHOUT LIMITING THE FOREGOING, SELLERS DO NOT MAKE ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO BUYER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY TRANSACTION DOCUMENT MANAGEMENT PRESENTATION OR ANY FINANCIAL PROJECTION OR FORECAST RELATING TO THE BUSINESS. BUYER HEREBY ACKNOWLEDGES THAT, OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR THAN AS EXPRESSLY PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE BUSINESS, THE PURCHASED ASSETS, THE COMPANY AND ITS SUBSIDIARIES ARE BEING ACQUIRED “AS IS, WHERE IS” ON THE CLOSING DATE AND IN THEIR PRESENT CONDITION, AND BUYER HAS RELIED ON ITS OWN EXAMINATION AND INVESTIGATION OF THE BUSINESS, THE PURCHASED ASSETS, THE COMPANY AND ITS SUBSIDIARIES IN ELECTING TO ENTER INTO, AND CONSUMMATE THE TRANSACTIONS UNDER, THIS AGREEMENT AND THE ANCILLARY AGREEMENTS. NO PATENT OR LATENT PHYSICAL CONDITION OR DEFECT IN ANY OF THE PURCHASED ASSETS, WHETHER OR NOT NOW KNOWN OR DISCOVERED, SHALL AFFECT THE RIGHTS OF EITHER PARTY.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY The representations and warranties of Buyer and Parent contained in this ARTICLE 4, the Buyer Documents and any certificate delivered by Buyer pursuant to this Agreement constitute the sole and exclusive representations and warranties of Buyer and Parent to the Sellers regarding Buyer and Parent in connection with this Agreement and the transactions contemplated hereby. THE SELLERS ACKNOWLEDGE AND AGREE THAT THE BUYER AND PARENT DISCLAIMS ALL WARRANTIES OTHER THAN THOSE EXPRESSLY CONTAINED HEREIN AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND THE BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES CERTIFICATE DELIVERED BY BUYER OR PARENT PURSUANT HERETOTO THIS AGREEMENT AS TO BUYER, THE SELLERS DO NOT MAKE OR PROVIDEPARENT, AND THE BUYER HEREBY WAIVESTHEIR RESPECTIVE BUSINESS, ANY WARRANTY ASSETS, LIABILITIES, CONDITIONS (FINANCIAL OR REPRESENTATIONOTHERWISE), RESULTS OF OPERATION, AND PROSPECTS, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT PURPOSE, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING BUYER OR PARENT FURNISHED OR MADE BY AVAILABLE TO THE SELLERS AND THEIR REPRESENTATIVES (INCLUDING ANY SELLER PURSUANT INFORMATION, DOCUMENTS, OR MATERIAL MADE AVAILABLE TO THE SELLERS IN THE ELECTRONIC DATA ROOM, MANAGEMENT PRESENTATIONS, OR IN ANY TRANSACTION DOCUMENT OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED HEREBY) OR AS TO THE FUTURE REVENUE, PROFITABILITY, OR SUCCESS OF THE COMPANY, OR ANY OTHER AGREEMENT REPRESENTATION OR INSTRUMENT DELIVERED PURSUANT TO WARRANTY ARISING FROM STATUTE OR OTHERWISE IN CONNECTION WITH THIS AGREEMENTLAW.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND SELLER HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE IV, NONE OF PURCHASER OR ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND ITS AFFILIATES OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETOTHEIR RESPECTIVE REPRESENTATIVES HAS MADE, THE SELLERS DO NOT IS MAKING, OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO SELLER, ANY OF ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO PURCHASER OR ANY OF ITS BUSINESSES, ASSETS OR PROPERTIES OF THE FOREGOING, OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE QUALITYMERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT PURPOSE, FUTURE RESULTS, PROPOSED BUSINESSES OR FUTURE PLANS. WITHOUT LIMITING THE FOREGOING AND NOTWITHSTANDING ANYTHING TO THIS AGREEMENT. NOTHING HEREIN THE CONTRARY, NONE OF PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES SHALL BE DEEMED TO AFFECT MAKE TO SELLER OR ITS AFFILIATES OR REPRESENTATIVES ANY REPRESENTATION OR WARRANTY OTHER THAN AS EXPRESSLY MADE BY PURCHASER TO SELLER IN ARTICLE IV. SELLER HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT REPRESENTATION OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR WARRANTY THAT IS NOT EXPRESSLY SET FORTH IN CONNECTION WITH ARTICLE IV OF THIS AGREEMENT.

No Other Representations and Warranties. THE PURCHASER, ON BEHALF OF ITSELF, THE SPONSOR AND ITS AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS AND WARRANTIES MADE BY THE SELLERS CONTAINED HEREIN AND SELLER IN ANY OF ARTICLE III ARE THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF MADE BY THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER SELLER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE III, THE PURCHASER, ON BEHALF OF ITSELF, THE SPONSOR AND ITS AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES, HEREBY DISCLAIMS ANY KIND OR NATURE EXPRESSED OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY INCLUDED IN THIS AGREEMENT WHETHER OR NOT MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE PURCHASER OR THE SPONSOR OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE WARRANTY REGARDING ANY FINANCIAL PROJECTIONS OR HISTORICAL OPERATIONS OTHER FORWARD-LOOKING STATEMENTS PROVIDED BY OR ON BEHALF OF THE BUSINESS SELLER OR THE ACQUIRED ASSETS OR THE QUALITYENTITIES, QUANTITY OR CONDITION WARRANTY OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREINMERCHANTABILITY, IN THE TRANSACTION DOCUMENTS AND IN ANY WARRANTY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE, OR ANY IMPLIED OR STATUTORY WARRANTY WHATSOEVER WITH RESPECT TO THIS AGREEMENTANY ACQUIRED ENTITY AND ANY OF THE ACQUIRED ENTITIES’ RESPECTIVE ASSETS OR PROPERTIES, INCLUDING WITHOUT LIMITATION ANY REAL OR PERSONAL PROPERTY OR ANY FIXTURES. NOTHING HEREIN SHALL BE DEEMED TO AFFECT NEITHER THE PURCHASER NOR ANY OTHER PERSON ACTING ON ITS BEHALF HAS RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY ANY OF THE SELLER PURSUANT TO ANY TRANSACTION DOCUMENT NOT SET FORTH IN ARTICLE III OR IN ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR ENTERED INTO IN CONNECTION WITH THIS AGREEMENTTHE TRANSACTIONS THAT CONTAINS REPRESENTATIONS AND WARRANTIES MADE BY THE SELLER.

No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 3 OF THIS AGREEMENT (AS MODIFIED BY THE SELLERS CONTAINED HEREIN SCHEDULES HERETO) AND IN WITH RESPECT TO A HOLDER, ANY LETTER OF TRANSMITTAL OR OPTION CANCELLATION AGREEMENT DELIVERED BY SUCH HOLDER, NONE OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE COMPANY, REPRESENTATIVE OR ANY HOLDER MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, AND THE SOLE COMPANY, REPRESENTATIVE AND EXCLUSIVE REPRESENTATIONS EACH HOLDER HEREBY DISCLAIM ANY SUCH REPRESENTATION OR WARRANTY WITH RESPECT TO THE EXECUTION AND WARRANTIES DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE SELLERS TO BUYER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. IN CONNECTION WITH THIS AGREEMENTPARENT’S AND MERGER SUB’S INVESTIGATION OF THE COMPANY, PARENT AND BUYER UNDERSTANDSMERGER SUB HAVE RECEIVED FROM OR ON BEHALF OF THE COMPANY CERTAIN PROJECTIONS, ACKNOWLEDGES INCLUDING PROJECTED STATEMENTS OF OPERATING REVENUES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL INCOME FROM OPERATIONS OF THE COMPANY AND CERTAIN BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION PLAN INFORMATION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY COMPANY. NEITHER ANY HOLDER, REPRESENTATIVE NOR THE SELLERS. OTHER THAN THE COMPANY MAKES ANY REPRESENTATIONS AND OR WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WHATSOEVER WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY SUCH ESTIMATES, PROJECTIONS AND OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTFORECASTS AND PLANS (INCLUDING THE REASONABLENESS OF THE ASSUMPTIONS UNDERLYING SUCH ESTIMATES, PROJECTIONS AND FORECASTS).

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND EXCEPT AS EXPRESSLY SET FORTH IN THIS ‎Article V, (A) NONE OF SELLER OR ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ITS AFFILIATES IS MAKING OR HAS MADE ANY KIND REPRESENTATION OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITYAT LAW OR IN EQUITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN , THE ANCILLARY AGREEMENTS, Seller, THE TRANSFERRED ASSETS, THE ASSUMED LIABILITIES, THE BUSINESS, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (INCLUDING ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH) OR ANY INFORMATION PROVIDED OR MADE AVAILABLE TO THE PURCHASER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (INCLUDING ANY FORECASTS, PROJECTIONS, ESTIMATES, BUDGETS, PRESENTATIONS CONCERNING THE BUSINESS (INCLUDING WITHOUT LIMITATION, THE CONFIDENTIAL INFORMATION MEMORANDA AND ANY “TEASER” DOCUMENTS), OR DUE DILIGENCE OR OTHER MATERIALS PROVIDED IN THE DATA ROOM), INCLUDING ANY WARRANTY WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED AND SHALL NOT BE DEEMED TO AFFECT BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF ANY REPRESENTATION OR WARRANTY MADE OF THE FOREGOING PARTIES AND HAVE NOT BEEN RELIED UPON BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT THE PURCHASER OR ANY OTHER OF ITS AFFILIATES IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY; AND (B) ALL OF THE ASSETS AND LIABILITIES TO BE SOLD, CONVEYED, ASSIGNED, TRANSFERRED OR INSTRUMENT DELIVERED PURSUANT TO OR ASSUMED, AS APPLICABLE, IN CONNECTION ACCORDANCE WITH THIS AGREEMENT, SHALL BE SOLD, CONVEYED, ASSIGNED, TRANSFERRED OR ASSUMED ON AN “AS IS, WHERE IS” BASIS.

No Other Representations and Warranties. THE REPRESENTATIONS EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE IV AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETOARTICLE V, THE SELLERS DO NOT SELLER PARTIES MAKE NO REPRESENTATION OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWARRANTY, EXPRESS OR IMPLIED, AS AT LAW OR IN EQUITY, IN RESPECT OF THE SELLER PARTIES, THE COMPANY ENTITIES, THE BUSINESS, OR THEIR RESPECTIVE ASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITH RESPECT TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE WITH RESPECT PURPOSE, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED AND IF MADE, SUCH OTHER REPRESENTATIONS OR WARRANTIES MAY NOT BE RELIED UPON BY BUYER OR ANY OF ITS AFFILIATES AND REPRESENTATIVES. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN ARTICLE IV AND IN THIS AGREEMENTARTICLE V, BUYER IS ACQUIRING THE EQUITY INTERESTS, THE PURCHASED ASSETS, AND THE BUSINESS ON AN “AS IS, WHERE IS” BASIS. NOTHING HEREIN SHALL THE DISCLOSURE OF ANY MATTER OR ITEM IN ANY SCHEDULE HERETO WILL NOT BE DEEMED TO AFFECT CONSTITUTE AN ACKNOWLEDGMENT THAT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT SUCH MATTER IS REQUIRED TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTBE DISCLOSED.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND EXCEPT AS EXPRESSLY SET FORTH IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS NONE OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE COMPANIES OR PROVIDETHEIR RESPECTIVE RELATED PARTIES MAKES ANY REPRESENTATION OR WARRANTY, AND THE BUYER HEREBY WAIVES, ANY WARRANTY WHETHER ORAL OR REPRESENTATIONWRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, IN RESPECT OF THE SELLERS, THE COMPANIES OR THEIR RESPECTIVE SUBSIDIARIES OR AFFILIATES, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED AND NONE SHALL BE IMPLIED AT LAW OR IN EQUITY. THE BUYER HEREBY ACKNOWLEDGES AND AGREES THAT THE BUYER IS ACQUIRING THE SECURITIES, THE COMPANIES AND THEIR RESPECTIVE SUBSIDIARIES AND THEIR UNDERLYING ASSETS, BUSINESSES AND LIABILITIES (WHETHER KNOWN OR UNKNOWN AND WHETHER ACCRUED OR NOT ON THE FINANCIAL STATEMENTS OF THE COMPANIES AND THEIR RESPECTIVE SUBSIDIARIES) ON AN “AS IS, WHERE IS” BASIS AFTER GIVING EFFECT TO THE QUALITYTERMS CONTAINED HEREIN. FOR GREATER CERTAINTY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT EXCEPT AS CONTEMPLATED IN SECTION 2.3, THERE WILL BE NO ADJUSTMENTS TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED THE PURCHASE PRICE TO AFFECT REFLECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR CHANGE IN CONNECTION WITH THIS AGREEMENTTHE FINANCIAL CONDITION OF THE COMPANIES AND THEIR RESPECTIVE SUBSIDIARIES AS AT THE CLOSING DATE.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETOARTICLE V, THE SELLERS DO NOT SELLER PARTIES MAKE NO REPRESENTATION OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWARRANTY, EXPRESS OR IMPLIED, AS AT LAW OR IN EQUITY, IN RESPECT OF THE SELLER PARTIES OR THE COMPANY ENTITIES OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITH RESPECT TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE WITH RESPECT PURPOSE, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED AND IF MADE, SUCH OTHER REPRESENTATIONS OR WARRANTIES MAY NOT BE RELIED UPON BY BUYER OR ANY OF ITS AFFILIATES AND REPRESENTATIVES. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS AGREEMENTARTICLE IV AND IN ARTICLE V, BUYER IS ACQUIRING THE EQUITY INTERESTS, THE PURCHASED ASSETS AND THE BUSINESS ON AN “AS IS, WHERE IS” BASIS. NOTHING HEREIN SHALL THE DISCLOSURE OF ANY MATTER OR ITEM IN ANY SCHEDULE HERETO WILL NOT BE DEEMED TO AFFECT CONSTITUTE AN ACKNOWLEDGMENT THAT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT SUCH MATTER IS REQUIRED TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTBE DISCLOSED.

No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY CONTAINED IN THIS ARTICLE III (AS QUALIFIED BY THE SELLERS CONTAINED HEREIN AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETSDISCLOSURE SCHEDULES) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR CERTIFICATE EXECUTED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, THE PURCHASER ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OTHER PERSON ON BEHALF OF THE COMPANY MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY (INCLUDING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR WITH RESPECT TO ANY OTHER INFORMATION PROVIDED TO THE PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES), AND THE COMPANY HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANY OTHER PERSON WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO THE PURCHASER, OR ANY OTHER PERSON, RESULTING FROM THE DISTRIBUTION TO THE PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES, OR THE PURCHASER’S OR ANY OF ITS AFFILIATES’ OR REPRESENTATIVES’ USE OF OR RELIANCE ON, ANY SUCH INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIAL MADE AVAILABLE TO THE PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES IN CERTAIN “DATA ROOMS” OR MANAGEMENT PRESENTATIONS OR OTHERWISE IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DISCUSSIONS WITH RESPECT TO ANY OF THE FOREGOING INFORMATION.

No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III OF THIS AGREEMENT (AS MODIFIED BY THE SELLERS CONTAINED HEREIN COMPANY DISCLOSURE LETTER) AND IN ANY OF THE CERTIFICATES REQUIRED TO BE DELIVERED PURSUANT HERETO CONSTITUTE TO THIS AGREEMENT, THE SOLE COMPANY MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER COMPANY HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY. IN CONNECTION WITH THIS AGREEMENTXXXXXX’S INVESTIGATION OF THE COMPANY, PARENT MAY HAVE RECEIVED FROM OR ON BEHALF OF THE COMPANY CERTAIN PROJECTIONS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO ESTIMATES, PROJECTIONS AND BUYER UNDERSTANDSOTHER FORECASTS AND PLANS (INCLUDING THE REASONABLENESS OF THE ASSUMPTIONS UNDERLYING ESTIMATES, PROJECTIONS AND FORECASTS). THE COMPANY, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDINGTHAT, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, EXPRESSLY SET FORTH IN THE TRANSACTION DOCUMENTS AND ARTICLE IV OR IN ANY OF THE CERTIFICATES REQUIRED TO BE DELIVERED PURSUANT HERETOTO THIS AGREEMENT, IT IS NOT ACTING (INCLUDING, AS APPLICABLE, BY ENTERING INTO THIS AGREEMENT OR CONSUMMATING THE SELLERS DO NOT MAKE MERGER) IN RELIANCE ON: (A) ANY REPRESENTATION OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWARRANTY, EXPRESS OR IMPLIED, AS BY PARENT OR MERGER SUB; (B) ANY ESTIMATE, PROJECTION, PREDICTION, DATA, FINANCIAL INFORMATION, MEMORANDUM, PRESENTATION OR OTHER MATERIALS OR INFORMATION PROVIDED OR ADDRESSED TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT COMPANY OR ANY OTHER AGREEMENT OF ITS AFFILIATES OR INSTRUMENT DELIVERED PURSUANT TO OR REPRESENTATIVES, IN CONNECTION WITH PRESENTATIONS BY OR DISCUSSIONS WITH PARENT’S MANAGEMENT WHETHER PRIOR TO OR AFTER THE DATE OF THIS AGREEMENTAGREEMENT OR IN ANY OTHER FORUM OR SETTING; OR (C) THE ACCURACY OR COMPLETENESS OF ANY OTHER REPRESENTATION, WARRANTY, ESTIMATE, PROJECTION, PREDICTION, DATA, FINANCIAL INFORMATION, MEMORANDUM, PRESENTATION OR OTHER MATERIALS OR INFORMATION.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES Except for (I) the representations and warranties contained in this ARTICLE IV (including AS MODIFIED BY THE SELLERS CONTAINED HEREIN AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS the related portions of The PARENT Disclosure Schedule) OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS and (II) the information contained in Parent’s sec reports, PARENT AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS MERGER SUB HEREBY SPECIFICALLY AND EXPRESSLY DISCLAIM AND DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY WITH RESPECT TO (A) THE ASSETS OR LIABILITIES OF PARENT OR MERGER SUB OR ANY OTHER MATTER RELATING TO THE CONTEMPLATED TRANSACTIONS; (B) ANY FINANCIAL PROJECTION OR FORECAST RELATING TO THE BUSINESS of the PARENT OR MERGER SUB or its successors; (C) MERCHANTABILITY OR RELATING TO TITLE; (D) NON-INFRINGEMENT, POSSESSION, OR QUIET ENJOYMENT OR THE LIKE; (E) FITNESS FOR ANY PARTICULAR PURPOSE; (F) THE VIABILITY OR LIKELIHOOD OF SUCCESS OF THE BUSINESS of the PARENT OR MERGER SUB or THEIR SUCCESSORS; OR (G) ANY OTHER INFORMATION MADE AVAILABLE TO THE COMPANY, THE SECURITYHOLDERS and their respective AFFILIATES AND REPRESENTATIVES IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS, BY ANY SELLER OVERSIGHT OR OTHERWISE (ORALLY OR IN WRITING), WHETHER PURSUANT TO ANY TRANSACTION DOCUMENT PRESENTATION MADE BY OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED ON BEHALF OF PARENT (INCLUDING ITS AFFILIATES AND REPRESENTATIVES), PURSUANT TO ANY ELECTRONIC OR IN CONNECTION WITH THIS AGREEMENTPHYSICAL DELIVERY OF DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY OPINION, PROJECTION, STATEMENT, OR ADVICE), TO THE COMPANY, THE SECURITYHOLDERS, and their respective AFFILIATES AND REPRESENTATIVES.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE III (AS QUALIFIED BY THE SELLERS CONTAINED HEREIN AND IN DISCLOSURE SCHEDULES), NO SELLER HAS MADE OR MAKES ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND REPRESENTATION OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWARRANTY, EXPRESS OR IMPLIED, AS AT LAW OR IN EQUITY, IN RESPECT OF ANY SELLER OR ANY ACQUIRED COMPANY OR ANY OF THEIR RESPECTIVE BUSINESSES OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES, OPERATIONS OR PROSPECTS, INCLUDING WITH RESPECT TO THE QUALITY, (A) MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE WITH RESPECT PURPOSE, (B) ACCURACY AND COMPLETENESS OF ANY INFORMATION PROVIDED TO BUYER AND ITS REPRESENTATIVES (INCLUDING, FOR THIS AGREEMENTPURPOSE, ANY INFORMATION PROVIDED BY KATTEN AND ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO BUYER IN ANY DATA ROOM, MANAGEMENT PRESENTATION OR THE LIKE), AND (C) ANY ESTIMATES, PROJECTIONS OR OTHER FORECASTS AND PLANS (INCLUDING THE REASONABLENESS OF THE ASSUMPTIONS UNDERLYING SUCH ESTIMATES, PROJECTIONS AND FORECASTS), AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. NOTHING HEREIN SHALL BE DEEMED TO AFFECT THE EXTENT ANY SUCH REPRESENTATION OR WARRANTY IS OR HAS BEEN MADE WHICH IS NOT EXPRESSLY SET FORTH IN THIS ARTICLE III (AS QUALIFIED BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTTHE DISCLOSURE SCHEDULES), SUCH ARE HEREBY DISCLAIMED.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES MADE BY THE SELLERS CONTAINED HEREIN SELLER IN THIS ARTICLE IV AND IN ANY OF THE CERTIFICATES CERTIFICATE DELIVERED BY THE SELLER PURSUANT HERETO CONSTITUTE TO SECTION 3.2(c)(iii) ARE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF MADE BY THE SELLERS TO BUYER SELLER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL . THE SELLER HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY INCLUDED IN THIS ARTICLE IV OR THE CERTIFICATE DELIVERED BY THE SELLER PURSUANT TO SECTION 3.2(c)(iii), WHETHER OR NOT MADE, COMMUNICATED OR FURNISHED (INCLUDING, WITHOUT LIMITATIONORALLY OR IN WRITING) TO THE BUYER, ANY RELATING TO THE FUTURE OF ITS AFFILIATES OR HISTORICAL OPERATIONS REPRESENTATIVES OF THE BUSINESS FOREGOING, INCLUDING ANY WARRANTY REGARDING ANY PRO FORMA FINANCIAL INFORMATION, FINANCIAL PROJECTIONS OR THE ACQUIRED ASSETS OTHER FORWARD-LOOKING STATEMENTS PROVIDED BY OR THE QUALITY, QUANTITY OR CONDITION ON BEHALF OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREINSELLER OR ITS AFFILIATES, IN THE TRANSACTION DOCUMENTS AND IN ANY WARRANTY OF THE CERTIFICATES DELIVERED PURSUANT HERETOMERCHANTABILITY, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE PURPOSE, OR ANY IMPLIED OR STATUTORY WARRANTY WHATSOEVER WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION THE BUSINESS, THE PURCHASED ASSETS, THE TRANSFERRED SUBSIDIARIES, THE ASSETS OF THE TRANSFERRED SUBSIDIARIES OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTTHE ASSUMED LIABILITIES.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND COMPANY HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE VI, NONE OF PARENT, MERGER SUB I OR MERGER SUB II OR ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE, IS MAKING, OR SHALL BE DEEMED TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF MAKE ANY KIND REPRESENTATION OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE COMPANY, ANY OF ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO PARENT, MERGER SUB I OR MERGER SUB II OR ANY OF THEIR RESPECTIVE BUSINESSES, ASSETS OR PROPERTIES OF THE FOREGOING, OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE QUALITYMERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT PURPOSE, FUTURE RESULTS, PROPOSED BUSINESSES OR FUTURE PLANS. WITHOUT LIMITING THE FOREGOING AND NOTWITHSTANDING ANYTHING TO THIS AGREEMENT. NOTHING HEREIN THE CONTRARY, NONE OF PARENT, MERGER SUB I OR MERGER SUB II OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES SHALL BE DEEMED TO AFFECT MAKE TO THE COMPANY, COMPANY STOCKHOLDERS, OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES ANY REPRESENTATION OR WARRANTY OTHER THAN AS EXPRESSLY MADE BY PARENT, MERGER SUB I OR MERGER SUB II TO THE COMPANY IN ARTICLE VI. THE COMPANY HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY SELLER PURSUANT PROMISE, REPRESENTATION OR WARRANTY THAT IS NOT EXPRESSLY SET FORTH IN ARTICLE VI OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO ANY TRANSACTION DOCUMENT THE CONTRARY IN THIS SECTION 4.22, CLAIMS AGAINST PARENT, MERGER SUB I OR MERGER SUB II OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR PERSON SHALL NOT BE LIMITED IN CONNECTION WITH THIS AGREEMENTANY RESPECT IN THE EVENT OF FRAUD (AS DEFINED HEREIN).

No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES BY THE SET FORTH IN THIS ARTICLE III, SELLERS CONTAINED HEREIN AND IN ARE NOT MAKING ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED WARRANTIES, WRITTEN OR IMPLIED (INCLUDINGORAL, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONSTATUTORY, EXPRESS OR IMPLIED, CONCERNING THE EQUITY INTERESTS, THE BUSINESS OR THE ASSETS. PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE III, NO SELLER HAS MADE, AND EACH SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND PURCHASER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST SELLERS AND THEIR REPRESENTATIVES IN CONNECTION WITH THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY FINANCIAL PROJECTION OR FORECAST RELATING TO THE QUALITY, MERCHANTABILITY BUSINESS OR FITNESS FOR A PARTICULAR PURPOSE THE ASSETS. WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN ANY PROJECTION OR FORECAST DELIVERED ON BEHALF OF SELLERS TO PURCHASER OR ITS REPRESENTATIVES, PURCHASER ACKNOWLEDGES THAT (A) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, (B) IT IS FAMILIAR WITH SUCH UNCERTAINTIES, (C) IT IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL SUCH PROJECTIONS AND FORECASTS FURNISHED TO IT AND (D) IT SHALL BE DEEMED TO AFFECT ANY REPRESENTATION HAVE NO CLAIM AGAINST SELLERS OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT THEIR RESPECTIVE AFFILIATES OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION REPRESENTATIVES WITH THIS AGREEMENTRESPECT THERETO.

No Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE III (AS MODIFIED BY THE DISCLOSURE SCHEDULE), THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND SET FORTH IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE THIS ARTICLE III ARE SELLER’S SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND NEITHER SELLER NOR ANY OTHER PERSON HAS MADE, OR SHALL BE DEEMED TO BUYER IN CONNECTION WITH THIS AGREEMENTHAVE MADE, AND BUYER UNDERSTANDSNO SELLER NOR ANY OF ITS DIRECTORS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF MANAGERS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES IS LIABLE FOR OR BOUND IN ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATIONMANNER BY, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS AT LAW OR IN EQUITY, REPRESENTATIONS, WARRANTIES, GUARANTIES, PROMISES OR STATEMENTS PERTAINING TO THE QUALITYCOMPANY, THE COMPANY’S SUBSIDIARIES, THE SELLER OR THE COMPANY EQUITY, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED FROM THIS AGREEMENT AS COMPREHENSIVELY AS CAN BE CONCEIVED AND THE LAW WILL ALLOW. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE III AND ARTICLE IV (AS MODIFIED BY THE DISCLOSURE SCHEDULE), THE BUYER IS ACQUIRING THE COMPANY COMMON STOCK ON AN “AS IS, WHERE IS” BASIS. FOR THE AVOIDANCE OF DOUBT THE PRECEDING SENTENCE SHALL NOT IN ANY WAY LIMIT BUYER’S RIGHT UNDER THE RWI POLICY. NOTWITHSTANDING THE FOREGOING, THIS SECTION 3.9 DOES NOT CONSTITUTE A PARTICULAR PURPOSE WITH RESPECT TO WAIVER OR RENUNCIATION BY THE BUYER OF ANY RIGHT OR RECOURSE EXPRESSLY SET FORTH IN THIS AGREEMENT. NOTHING HEREIN SHALL , INCLUDING THE RIGHT TO BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR INDEMNIFIED IN CONNECTION ACCORDANCE WITH THIS AGREEMENTArticle VIII.

No Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV (AS MODIFIED BY THE DISCLOSURE SCHEDULE), THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND SET FORTH IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE THIS ARTICLE IV ARE COMPANY’S SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES AND NONE OF SELLER, THE SELLERS COMPANY, OR ANY OTHER PERSON HAS MADE, OR SHALL BE DEEMED TO BUYER IN CONNECTION WITH THIS AGREEMENTHAVE MADE, AND BUYER UNDERSTANDSNO SELLER, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES NOR THE COMPANY OR ANY OF ITS DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES IS LIABLE FOR OR BOUND IN ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATIONMANNER BY, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS AT LAW OR IN EQUITY, REPRESENTATIONS, WARRANTIES, GUARANTIES, PROMISES OR STATEMENTS PERTAINING TO THE QUALITYCOMPANY, THE COMPANY’S SUBSIDIARIES, THE SELLER OR THE COMPANY EQUITY, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE WITH RESPECT TO PURPOSE, AND ANY SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED FROM THIS AGREEMENTAGREEMENT AS COMPREHENSIVELY AS CAN BE CONCEIVED AND THE LAW WILL ALLOW. NOTHING HEREIN EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE III AND THIS ARTICLE IV (AS MODIFIED BY THE DISCLOSURE SCHEDULE), THE BUYER IS ACQUIRING THE Stock Purchase Agreement – Averna/Xxxxxxx Electronics 38 COMPANY COMMON STOCK ON AN “AS IS, WHERE IS” BASIS. FOR THE AVOIDANCE OF DOUBT, THE PRECEDING SENTENCE SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR NOT IN CONNECTION WITH THIS AGREEMENTANYWAY LIMIT THE BUYER’S RIGHT UNDER THE RWI POLICY.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND EXCEPT AS EXPRESSLY SET FORTH IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENTARTICLE IV, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND SELLER MAKES NO REPRESENTATION OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWARRANTY, EXPRESS OR IMPLIED, AS AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY OR ANY OF ITS ASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITH RESPECT TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE WITH RESPECT PURPOSE, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED AND IF MADE, SUCH OTHER REPRESENTATIONS OR WARRANTIES MAY NOT BE RELIED UPON BY BUYER OR ANY OF ITS AFFILIATES AND REPRESENTATIVES. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS AGREEMENTARTICLE IV AND IN ARTICLE V, BUYER IS ACQUIRING THE COMPANY ON AN “AS IS, WHERE IS” BASIS. NOTHING HEREIN SHALL THE DISCLOSURE OF ANY MATTER OR ITEM IN ANY SCHEDULE HERETO WILL NOT BE DEEMED TO AFFECT CONSTITUTE AN ACKNOWLEDGMENT THAT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT SUCH MATTER IS REQUIRED TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTBE DISCLOSED.

No Other Representations and Warranties. THE COMPANY, ON BEHALF OF ITSELF AND ITS AFFILIATES AND REPRESENTATIVES ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS AND WARRANTIES MADE BY THE SELLERS CONTAINED HEREIN BUYER IN ARTICLE VI (AS MODIFIED BY THE DISCLOSURE LETTER) AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE ANCILLARY AGREEMENTS ARE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED MADE BY THE SELLERSBUYER. OTHER THAN EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE VI (AS MODIFIED BY THE SELLERS CONTAINED HEREINDISCLOSURE LETTER) AND THE ANCILLARY AGREEMENTS, THE COMPANY, ON BEHALF OF ITSELF AND ITS AFFILIATES AND REPRESENTATIVES HEREBY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY INCLUDED IN THIS AGREEMENT WHETHER OR NOT MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE TRANSACTION DOCUMENTS COMPANY, ON BEHALF OF ITSELF AND IN ITS AFFILIATES AND REPRESENTATIVES OR ANY OTHER PERSON, INCLUDING ANY WARRANTY REGARDING ANY PRO FORMA FINANCIAL INFORMATION, FINANCIAL PROJECTIONS OR OTHER FORWARD-LOOKING STATEMENTS PROVIDED BY OR ON BEHALF OF THE CERTIFICATES DELIVERED PURSUANT HERETOBUYER, THE SELLERS DO NOT MAKE OR PROVIDEWARRANTY OF MERCHANTABILITY, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE PURPOSE, OR ANY IMPLIED OR STATUTORY WARRANTY WHATSOEVER WITH RESPECT TO THIS AGREEMENTTHE BUYER, ITS BUSINESS AND ANY OF ITS ASSETS OR PROPERTIES, INCLUDING ANY REAL OR PERSONAL PROPERTY OR ANY FIXTURES. NOTHING HEREIN SHALL BE DEEMED TO AFFECT NEITHER THE COMPANY NOR ANY OTHER PERSON ACTING ON ITS BEHALF HAS RELIED ON ANY INFORMATION OR ANY REPRESENTATION OR WARRANTY MADE NOT SET FORTH IN ARTICLE VI (AS MODIFIED BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTTHE DISCLOSURE LETTER) AND THE ANCILLARY AGREEMENTS.

No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 3, AS QUALIFIED BY THE SELLERS CONTAINED HEREIN SCHEDULES AND IN ANY SELLER DISCLOSURE SCHEDULES, NO MEMBER OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE COMPANY GROUP MAKES ANY EXPRESS OR IMPLIED REPRESENTATIONS AND OR WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENTTHE TRANSACTIONS CONTEMPLATED HEREBY, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL EACH MEMBER OF THE COMPANY GROUP HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS AND WARRANTIES REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONNATURE, EXPRESS OR IMPLIED, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER OR ANY OF ITS DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA). WITHOUT LIMITING THE FOREGOING, BUYER SHALL ACQUIRE THE BUSINESS AND THE COMPANY GROUP WITHOUT ANY REPRESENTATION OR WARRANTY AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A PARTICULAR PURPOSE WITH RESPECT “WHERE IS” BASIS, EXCEPT AS OTHERWISE EXPRESSLY REPRESENTED OR WARRANTED IN THIS ARTICLE 3 OR ARTICLE 4, AS QUALIFIED BY THE SCHEDULES AND SELLER DISCLOSURE SCHEDULES. NOTWITHSTANDING ANYTHING TO THIS AGREEMENT. NOTHING HEREIN THE CONTRARY, NO MEMBER OF THE COMPANY GROUP SHALL BE DEEMED TO AFFECT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO (A) ANY PROJECTIONS, ESTIMATES OR BUDGETS HERETOFORE DELIVERED TO OR MADE BY AVAILABLE TO BUYER OR ANY SELLER PURSUANT TO OF ITS AFFILIATES, COUNSEL, ACCOUNTANTS OR ADVISORS OF FUTURE REVENUES, EXPENSES OR EXPENDITURES OR FUTURE RESULTS OF OPERATIONS OF ANY TRANSACTION DOCUMENT MEMBER OF THE COMPANY GROUP OR ANY OTHER AGREEMENT PERSON OR INSTRUMENT DELIVERED PURSUANT (B) EXCEPT AS EXPRESSLY COVERED BY A SPECIFIC REPRESENTATION AND WARRANTY CONTAINED IN THIS ARTICLE 3 OR ARTICLE 4, ANY OTHER INFORMATION OR DOCUMENTS (FINANCIAL OR OTHERWISE) MADE AVAILABLE TO BUYER OR IN CONNECTION ANY OF ITS AFFILIATES, COUNSEL, ACCOUNTANTS OR ADVISORS WITH THIS AGREEMENTRESPECT TO ANY MEMBER OF THE COMPANY GROUP, SELLER OR THE TRANSACTIONS CONTEMPLATED HEREBY.

No Other Representations and Warranties. EXCEPT AS SET FORTH --------------------------------------- HEREIN, SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR QUALITY, WITH RESPECT TO THE PURCHASED ASSETS, OR ANY PART THEREOF, OR AS TO THE CONDITION OR WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND EXPRESSLY PROVIDED IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENTARTICLE V, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE EXPRESSED NATURE, WHETHER EXPRESS OR IMPLIED IMPLIED, THAT THE BUSINESS OR BUYER'S OWNERSHIP, POSSESSION, OPERATION OR USE OF THE PURCHASED ASSETS WILL YIELD ANY GIVEN OR STATED ECONOMIC, FINANCIAL, PROFIT OR BUSINESS RESULT TO BUYER OR WILL RESULT IN BUYER HAVING ANY GIVEN STANDING OR POSITION IN ANY BUSINESS (INCLUDINGINCLUDING THE BUSINESSES), WITHOUT LIMITATIONMARKET OR PRODUCT. IRRESPECTIVE OF ANY INFORMATION SUPPLIED BY SELLER TO PURCHASER IN CONNECTION WITH THE SALE OF THE PURCHASED ASSETS, WHICH WERE FOR DISCUSSION PURPOSES ONLY, EXCEPT AS SET FORTH HEREIN, SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY RELATING KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE ANY PROJECTIONS, BUDGETS OR FORECASTS RELATED TO ANY FUTURE EARNINGS, NET WORTH, OPERATIONS, PHYSICAL CONDITION, OR HISTORICAL OPERATIONS BUSINESS PROSPECTS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED PURCHASED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT.

No Other Representations and Warranties. THE REPRESENTATIONS PARTIES ACKNOWLEDGE AND WARRANTIES AGREE THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS ‎ARTICLE IV (AS MODIFIED BY THE SELLERS CONTAINED HEREIN APPLICABLE DISCLOSURE SCHEDULE) AND IN ANY OF THE CERTIFICATES CERTIFICATE DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETOSECTION ‎2.3(a), THE SELLERS DO COMPANY IS NOT MAKE MAKING ANY OTHER REPRESENTATION OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWARRANTY, EXPRESS OR IMPLIED, NOR HAS IT MADE IN ANY EVENT ANY REPRESENTATION OR WARRANTY WITH RESPECT TO MATERIALS FURNISHED TO PARENT OR ITS REPRESENTATIVES DURING THE DILIGENCE PROCESS OR OTHERWISE OR MATTERS THAT WERE DISCUSSED ON OR PRIOR TO THE DATE HEREOF OR OTHERWISE. NOTWITHSTANDING THE FOREGOING, THE COMPANY MAKES AND HAS MADE NO REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO ANY FINANCIAL FORECASTS, PROJECTIONS, ESTIMATES OR BUDGETS HERETOFORE DELIVERED TO OR MADE AVAILABLE TO PARENT OR ITS COUNSEL, ACCOUNTANTS OR ADVISORS OF FUTURE REVENUES, EXPENSES OR EXPENDITURES OR FUTURE RESULTS OF OPERATIONS OF THE COMPANY, IN EACH CASE EXCEPT TO THE EXTENT THE SUBJECT OF A REPRESENTATION OR WARRANTY SET FORTH IN ARTICLE IV. PARENT SHALL ACQUIRE THE BUSINESS OF THE COMPANY WITHOUT ANY REPRESENTATION OR WARRANTY AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A PARTICULAR PURPOSE WITH RESPECT TO “WHERE IS” BASIS, EXCEPT AS OTHERWISE EXPRESSLY REPRESENTED OR WARRANTED IN THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ‎ARTICLE IV, AS QUALIFIED BY THE APPLICABLE DISCLOSURE SCHEDULE, OR IN ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY OTHER TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT CERTIFICATE DELIVERED PURSUANT TO OR SECTION ‎2.3(a). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN CONNECTION WITH THIS AGREEMENT.SECTION‎ 4.27 or otherwise, nothing in this Section‎ 4.27 shall in any manner apply TO any claim of fraud. 56

No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III (AS MODIFIED BY THE SELLERS CONTAINED HEREIN AND COMPANY DISCLOSURE LETTER) OR IN A CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT, NEITHER THE COMPANY NOR ANY PERSON ON BEHALF OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE COMPANY MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, AND THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER COMPANY HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY. IN CONNECTION WITH PXXXXX’S INVESTIGATION OF THE COMPANY, PXXXXX HAS RECEIVED FROM OR ON BEHALF OF THE COMPANY CERTAIN PROJECTIONS. EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE III (AS MODIFIED BY THE COMPANY DISCLOSURE LETTER) OR IN A CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO ESTIMATES, PROJECTIONS AND BUYER UNDERSTANDS, ACKNOWLEDGES OTHER FORECASTS AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED PLANS (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO INCLUDING THE FUTURE OR HISTORICAL OPERATIONS REASONABLENESS OF THE BUSINESS OR ASSUMPTIONS UNDERLYING ESTIMATES, PROJECTIONS AND FORECASTS). THE ACQUIRED ASSETS OR THE QUALITYCOMPANY ACKNOWLEDGES THAT, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREININ ARTICLE IV OR IN A CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT, IN THE TRANSACTION DOCUMENTS AND IN NONE OF PARENT, BUYER NOR ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES NOR ANY OTHER PERSON MAKES (AND COMPANY IS NOT MAKE RELYING ON) ANY REPRESENTATION OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR COMPANY IN CONNECTION WITH THIS AGREEMENTTHE TRANSACTIONS.

No Other Representations and Warranties. GOAL HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE III AND ARTICLE IV, NONE OF THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND IN DV SHAREHOLDERS, DV OR ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND THEIR RESPECTIVE AFFILIATES OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETOTHEIR RESPECTIVE REPRESENTATIVES HAS MADE, THE SELLERS DO NOT IS MAKING, OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO GOAL, ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO THE DV SHAREHOLDERS, DV, THE DV ENTITIES OR ANY OF THE BUSINESSES, ASSETS OR PROPERTIES OF THE FOREGOING, OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE QUALITYMERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT PURPOSE, FUTURE RESULTS, PROPOSED BUSINESSES OR FUTURE PLANS. WITHOUT LIMITING THE FOREGOING AND NOTWITHSTANDING ANYTHING TO THIS AGREEMENT. NOTHING HEREIN THE CONTRARY, NONE OF THE DV SHAREHOLDERS, DV OR THE DV ENTITIES OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES SHALL BE DEEMED TO AFFECT MAKE TO GOAL OR ITS AFFILIATES OR REPRESENTATIVES ANY REPRESENTATION OR WARRANTY OTHER THAN AS EXPRESSLY MADE BY THE DV SHAREHOLDERS IN ARTICLE III AND BY CERTAIN OF THE DV SHAREHOLDERS AND DV IN ARTICLE IV. GOAL HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT REPRESENTATION OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR WARRANTY THAT IS NOT EXPRESSLY SET FORTH IN CONNECTION WITH ARTICLE III AND ARTICLE IV OF THIS AGREEMENT.

No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES BY CONTAINED IN THIS ARTICLE IV (INCLUDING THE SELLERS CONTAINED HEREIN AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETSDISCLOSURE SCHEDULES) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR CERTIFICATE EXECUTED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, THE PURCHASER ACKNOWLEDGES THAT NEITHER THE SELLER NOR ANY PERSON ON BEHALF OF THE SELLER MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, AND THE SELLER HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE EXTENT ANY SUCH INFORMATION IS EXPRESSLY INCLUDED IN A REPRESENTATION OR WARRANTY CONTAINED IN THIS ARTICLE IV (INCLUDING THE DISCLOSURE SCHEDULES), NEITHER THE SELLER NOR ANY OTHER PERSON SHALL HAVE OR BE SUBJECT TO ANY LIABILITY OR OBLIGATION TO THE PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION OR FAILURE TO DISTRIBUTE TO THE PURCHASER, OR THE PURCHASER’S USE OF, ANY SUCH INFORMATION PROVIDED TO THE SELLER, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, ESTIMATES, FORECASTS OR OTHER MATERIAL, OR MADE AVAILABLE TO THE PURCHASER IN ANY ELECTRONIC DATA ROOM MAINTAINED BY THE SELLER OR THE COMPANY IN CONNECTION WITH OR MANAGEMENT PRESENTATIONS IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN IN ARTICLE 6, BUYER HEREBY SPECIFICALLY AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE EXPRESSLY DISCLAIMS AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO DOES NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY WITH RESPECT TO (A) THE ASSETS OR LIABILITIES OF BUYER, ANY GOVERNMENTAL APPROVALS, OR ANY OTHER MATTER RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT; (B) ANY FINANCIAL PROJECTION OR FORECAST RELATING TO THE BUSINESSES OF BUYER AND ITS SUBSIDIARIES; (C) MERCHANTABILITY OR RELATING TO TITLE; (D) NON-INFRINGEMENT, POSSESSION, OR QUIET ENJOYMENT OR THE LIKE; (E) FITNESS FOR ANY PARTICULAR PURPOSE; (F) THE VIABILITY OR LIKELIHOOD OF SUCCESS OF THE BUSINESSES OF BUYER AND ITS SUBSIDIARIES; OR (G) ANY OTHER INFORMATION MADE AVAILABLE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY ANY SELLER THIS AGREEMENT OR OTHERWISE, BY OVERSIGHT OR OTHERWISE (ORALLY OR IN WRITING), WHETHER PURSUANT TO ANY TRANSACTION DOCUMENT PRESENTATION MADE BY OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED ON BEHALF OF BUYER (INCLUDING ITS AFFILIATES AND REPRESENTATIVES), PURSUANT TO ANY ELECTRONIC OR IN CONNECTION WITH THIS AGREEMENTPHYSICAL DELIVERY OF DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY OPINION, PROJECTION, STATEMENT, OR ADVICE), OR OTHERWISE, TO SELLER, ITS AFFILIATES AND REPRESENTATIVES.

No Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE III (INCLUDING THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND IN ANY RELATED PORTIONS OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENTDISCLOSURE SCHEDULES), AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF NO SELLER HAS MADE OR MAKES ANY KIND REPRESENTATION OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWARRANTY, EXPRESS OR IMPLIED, AS AT LAW OR IN EQUITY, IN RESPECT OF ANY SELLER OR ANY OF THEIR RESPECTIVE BUSINESSES OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES, OPERATIONS OR PROSPECTS, INCLUDING WITH RESPECT TO THE QUALITY, (A) MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE WITH RESPECT PURPOSE, (B) ACCURACY AND COMPLETENESS OF ANY INFORMATION PROVIDED TO BUYER AND ITS REPRESENTATIVES (INCLUDING, FOR THIS AGREEMENTPURPOSE, ANY INFORMATION PROVIDED BY KATTEN OR ROTHSCHILD, INC. NOTHING HEREIN SHALL BE DEEMED AND ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO AFFECT BUYER IN ANY DATA ROOM, MANAGEMENT PRESENTATION OR THE LIKE), AND (C) ANY ESTIMATES, PROJECTIONS OR OTHER FORECASTS AND PLANS (INCLUDING THE REASONABLENESS OF THE ASSUMPTIONS UNDERLYING SUCH ESTIMATES, PROJECTIONS AND FORECASTS), AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. TO THE EXTENT ANY SUCH REPRESENTATION OR WARRANTY IS OR HAS BEEN MADE WHICH IS NOT EXPRESSLY SET FORTH IN THIS AGREEMENT (AS MODIFIED BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTTHE DISCLOSURE SCHEDULES), SUCH ARE HEREBY DISCLAIMED.

No Other Representations and Warranties. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT: (A) THE REPRESENTATIONS AND WARRANTIES BY CONTAINED IN ARTICLE III (REPRESENTATIONS AND WARRANTIES OF SELLERS), IN THE SELLERS CONTAINED HEREIN CERTIFICATE REFERRED TO IN SECTION 2.6(F) (SELLERS' DELIVERIES AT CLOSING), AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO ANCILLARY DOCUMENTS ARE AND WILL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER BUYERS IN CONNECTION WITH THIS AGREEMENTAGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND (B) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES REFERRED TO IN THE IMMEDIATELY PRECEDING CLAUSE (A), NONE OF Sellers, the Transferred Companies, any of the foregoing Persons' respective Affiliates, or any of the foregoing Persons' respective officers, directors, managers, equityholders, employees, representativEs, or agents has made or makes any express or implied representation or warranty (including any implied warranty or representation as to the value, condition, QUANTITY, QUALITY, merchantability, suitability, OR FITNESS FOR ANY PARTICULAR PURPOSE as to any of the Transferred Companies, the DQ Valuation Assets, or the Luxco IP Assets), STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO any of Sellers, the Transferred Companies, the DIIG Equity Interests, the DQ Valuation Assets, the Luxco IP Assets, the Transferred Liabilities, the employees of the Transferred Companies and Solicited DQ Valuation Business Employees, or the Business, or with respect to any other information provided, or made available to, BuyerS or any of THEIR Affiliates, agents, or representatives in connection with the transactions contemplated by this Agreement, whether written or oral, including any such information made available to BuyerS or THEIR counsel, accountants, or advisors in any data room, confidential information memorandum, presentation by management, due diligence discussion, or otherwise, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL ANY SUCH OTHER REPRESENTATIONS AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. BUYERS HEREBY REPRESENT, WARRANT, COVENANT, AND AGREE, ON BEHALF OF THEMSELVES AND THEIR AFFILIATES, THAT, IN DETERMINING TO ENTER INTO AND CONSUMMATE THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, BUYERS ARE NOT RELYING UPON ANY REPRESENTATION OR WARRANTY MADE OR PURPORTEDLY MADE BY OR ON BEHALF OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDINGPERSON, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE THOSE REPRESENTATIONS AND WARRANTIES MADE BY THE SELLERS CONTAINED HEREINAS EXPRESSLY SET FORTH IN ARTICLE III (REPRESENTATIONS AND WARRANTIES OF SELLERS), IN THE TRANSACTION DOCUMENTS CERTIFICATE REFERRED TO IN SECTION 2.6(F) (SELLERS' DELIVERIES AT CLOSING), AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDEANCILLARY DOCUMENTS, AND THE BUYER HEREBY WAIVESTHAT BUYERS WILL ACQUIRE the Transferred Companies, the DQ Valuation Assets, AND the Luxco IP Assets WITHOUT ANY REPRESENTATION OR WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION, ON A PARTICULAR PURPOSE “WHERE IS” BASIS, AND “WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTALL FAULTS”.

No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III (AS MODIFIED BY THE SELLERS CONTAINED HEREIN AND COMPANY DISCLOSURE LETTER) OR IN A CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT, NEITHER THE COMPANY NOR ANY PERSON ON BEHALF OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE COMPANY MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, AND THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER COMPANY HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY. IN CONNECTION WITH XXXXXX’S INVESTIGATION OF THE COMPANY, XXXXXX HAS RECEIVED FROM OR ON BEHALF OF THE COMPANY CERTAIN PROJECTIONS. EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE III (AS MODIFIED BY THE COMPANY DISCLOSURE LETTER) OR IN A CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO ESTIMATES, PROJECTIONS AND BUYER UNDERSTANDS, ACKNOWLEDGES OTHER FORECASTS AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED PLANS (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO INCLUDING THE FUTURE OR HISTORICAL OPERATIONS REASONABLENESS OF THE BUSINESS OR ASSUMPTIONS UNDERLYING ESTIMATES, PROJECTIONS AND FORECASTS). THE ACQUIRED ASSETS OR THE QUALITYCOMPANY ACKNOWLEDGES THAT, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREININ ARTICLE IV OR IN A CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT, IN THE TRANSACTION DOCUMENTS AND IN NONE OF PARENT, BUYER NOR ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES NOR ANY OTHER PERSON MAKES (AND COMPANY IS NOT MAKE RELYING ON) ANY REPRESENTATION OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR COMPANY IN CONNECTION WITH THIS AGREEMENTTHE TRANSACTIONS.

No Other Representations and Warranties. EXCEPT AS CONTAINED IN THIS ARTICLE III, RG DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES TO THE REPRESENTATIONS COMPANY OR MERGER SUB AND WARRANTIES RG DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT MADE OR INFORMATION COMMUNICATED (WHETHER ORALLY OR IN WRITING) TO THE COMPANY AND ITS AFFILIATES AND REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, ADVICE, REPRESENTATION OR WARRANTY WHICH MAY HAVE BEEN PROVIDED TO THE COMPANY AND ITS AFFILIATES OR REPRESENTATIVES BY THE SELLERS CONTAINED HEREIN ANY DIRECTOR, OFFICER, EMPLOYEE, ACCOUNTING FIRM, LEGAL COUNSEL, OR OTHER AGENT, CONSULTANT, OR REPRESENTATIVE OF RG OR ITS AFFILIATES). ANY AND IN ALL STATEMENTS MADE OR INFORMATION COMMUNICATED BY RG, OR ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES ITS REPRESENTATIVES OUTSIDE OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, WHETHER VERBALLY OR IN WRITING, ARE DEEMED TO HAVE BEEN SUPERSEDED BY THIS AGREEMENT, IT BEING INTENDED THAT NO SUCH PRIOR OR CONTEMPORANEOUS STATEMENTS OR COMMUNICATIONS OUTSIDE OF THIS AGREEMENT SHALL SURVIVE THE EXECUTION AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES DELIVERY OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT.30

No Other Representations and Warranties. MDH, ON BEHALF OF ITSELF AND ITS AFFILIATES, INCLUDING THE SPONSOR, ACKNOWLEDGES AND AGREES THAT, NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLERS CONTAINED HEREIN AND COMPANY IN THIS ARTICLE IV OR IN ANY ANCILLARY AGREEMENT, NO GROUP COMPANY OR AFFILIATE THEREOF NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE GROUP COMPANIES OR ANY OTHER PERSON OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO MDH, THE SPONSOR OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION, FORECASTS, PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE FOREGOING, AND (B) NEITHER MDH NOR ANY OF ITS AFFILIATES, INCLUDING THE SOLE SPONSOR, RELIED ON ANY REPRESENTATION OR WARRANTY FROM OR ANY OTHER INFORMATION PROVIDED BY ANY GROUP COMPANY OR ANY AFFILIATE THEREOF, INCLUDING CF OMS AND EXCLUSIVE BLOCKER OWNER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF EXPRESSLY MADE BY THE SELLERS TO BUYER COMPANY IN CONNECTION WITH THIS ARTICLE IV OR IN ANY ANCILLARY AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDINGWARRANTIES, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, WHETHER EXPRESS OR IMPLIED, AS ARE EXPRESSLY DISCLAIMED BY THE COMPANY. NOTWITHSTANDING ANYTHING TO THE QUALITYCONTRARY IN THIS AGREEMENT, MERCHANTABILITY NOTHING IN THIS SECTION 4.22 SHALL LIMIT ANY CLAIM OR FITNESS FOR A PARTICULAR PURPOSE CAUSE OF ACTION (OR RECOVERY IN CONNECTION THEREWITH) WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTFRAUD.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND DV HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE V, NONE OF GOAL OR ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND ITS AFFILIATES OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETOTHEIR RESPECTIVE REPRESENTATIVES HAS MADE, THE SELLERS DO NOT IS MAKING, OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO DV, ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO GOAL OR ANY OF THE BUSINESSES, ASSETS OR PROPERTIES OF THE FOREGOING, OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE QUALITYMERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT PURPOSE, FUTURE RESULTS, PROPOSED BUSINESSES OR FUTURE PLANS. WITHOUT LIMITING THE FOREGOING AND NOTWITHSTANDING ANYTHING TO THIS AGREEMENT. NOTHING HEREIN THE CONTRARY, NONE OF GOAL OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES SHALL BE DEEMED TO AFFECT MAKE TO DV OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES ANY REPRESENTATION OR WARRANTY OTHER THAN AS EXPRESSLY MADE BY GOAL IN ARTICLE V. DV HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT REPRESENTATION OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR WARRANTY THAT IS NOT EXPRESSLY SET FORTH IN CONNECTION WITH ARTICLE V OF THIS AGREEMENT.

No Other Representations and Warranties. EXCEPT AS CONTAINED IN THIS ARTICLE III, RG DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES TO THE REPRESENTATIONS COMPANY OR MERGER SUB AND WARRANTIES RG DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT MADE OR INFORMATION COMMUNICATED (WHETHER ORALLY OR IN WRITING) TO THE COMPANY AND ITS AFFILIATES AND REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, ADVICE, REPRESENTATION OR WARRANTY WHICH MAY HAVE BEEN PROVIDED TO THE COMPANY AND ITS AFFILIATES OR REPRESENTATIVES BY THE SELLERS CONTAINED HEREIN ANY DIRECTOR, OFFICER, EMPLOYEE, ACCOUNTING FIRM, LEGAL COUNSEL, OR OTHER AGENT, CONSULTANT, OR REPRESENTATIVE OF RG OR ITS AFFILIATES). ANY AND IN ALL STATEMENTS MADE OR INFORMATION COMMUNICATED BY RG, OR ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES ITS REPRESENTATIVES OUTSIDE OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDSWHETHER VERBALLY OR IN WRITING, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING ARE DEEMED TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED HAVE BEEN SUPERSEDED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN , IT BEING INTENDED THAT NO SUCH PRIOR OR CONTEMPORANEOUS STATEMENTS OR COMMUNICATIONS OUTSIDE OF THIS AGREEMENT SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT, TOGETHER WITH THE SELLERS TITLE WARRANTIES IN THE ASSIGNMENT TO BUYER BE DELIVERED AT THE CLOSING BY SELLER (COLLECTIVELY “SELLER’S WARRANTIES”) ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITATION OF THE FOREGOING, SELLER EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, RELATING TO: (i) TITLE TO THE ACQUIRED ASSETS; (ii) THE CONDITION, QUANTITY, QUALITY, CONFORMITY TO MODELS OR SAMPLES, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT OF ANY ACQUIRED ASSETS; (iii) THE ACCURACY OR COMPLETENESS OF ANY DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION, OR MATERIALS FURNISHED OR MADE AVAILABLE TO PURCHASER IN CONNECTION WITH THIS AGREEMENTAGREEMENT OR THE CONTEMPLATED TRANSACTIONS WHETHER BEFORE, AND BUYER UNDERSTANDSON, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OR AFTER THE EXECUTION DATE; (iv) PRICING ASSUMPTIONS, OR QUALITY OR QUANTITY OF ANY KIND OR NATURE EXPRESSED OR IMPLIED HYDROCARBON RESERVES (INCLUDINGIF ANY), WITHOUT LIMITATION, ANY RELATING ATTRIBUTABLE TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY ABILITY OR POTENTIAL OF THE ACQUIRED ASSETS TO PRODUCE HYDROCARBONS; (v) THE ENVIRONMENTAL CONDITION OF THE ACQUIRED ASSETS, BOTH SURFACE AND SUBSURFACE; OR (vi) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. ANY OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS MATTERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE MATERIALS FURNISHED OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS MADE AVAILABLE TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT PURCHASER OR ANY OTHER AGREEMENT OF ITS ENTITY REPRESENTATIVES BY SELLER OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTANY OF ITS RESPECTIVE ENTITY REPRESENTATIVES.

No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV, AS QUALIFIED BY THE SELLERS CONTAINED HEREIN AND IN COMPANY DISCLOSURE SCHEDULES, NEITHER THE COMPANY NOR ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF PERSON MAKES ANY KIND OR NATURE EXPRESSED EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO REPRESENTATIONS OR WARRANTIES REGARDING THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDECOMPANY, AND THE BUYER COMPANY HEREBY WAIVES, DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE MERGER AND THE OTHER CONTEMPLATED TRANSACTIONS. PARENT IS ACQUIRING THE BUSINESS WITHOUT ANY REPRESENTATION OR REPRESENTATION, EXPRESS OR IMPLIED, WARRANTY AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A PARTICULAR PURPOSE WITH RESPECT “WHERE IS” BASIS, EXCEPT AS OTHERWISE EXPRESSLY REPRESENTED OR WARRANTED IN THIS ARTICLE IV, AS QUALIFIED BY THE COMPANY DISCLOSURE SCHEDULES. NOTWITHSTANDING ANYTHING TO THIS AGREEMENT. NOTHING HEREIN THE CONTRARY, NEITHER THE COMPANY NOR ANY OTHER PERSON SHALL BE DEEMED TO AFFECT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO (I) ANY PROJECTIONS, ESTIMATES, FORECASTS, PLANS OR BUDGETS HERETOFORE DELIVERED TO OR MADE AVAILABLE TO PARENT, MERGER SUB OR THEIR RESPECTIVE COUNSEL, ACCOUNTANTS OR ADVISORS OF FUTURE REVENUES, EXPENSES OR EXPENDITURES OR FUTURE RESULTS OF OPERATIONS OF THE COMPANY, OR (II) EXCEPT AS EXPRESSLY COVERED BY A SPECIFIC REPRESENTATION OR WARRANTY CONTAINED IN THIS ARTICLE IV (AS QUALIFIED BY THE COMPANY DISCLOSURE SCHEDULES) AND, EXCEPT IN THE EVENT OF ACTUAL AND INTENTIONAL FRAUD (WITH RESPECT TO THE INFORMATION OR DOCUMENTS DESCRIBED IN THE PHRASE TO FOLLOW, WHICH DOES NOT INCLUDE ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT INFORMATION OR DOCUMENTS DESCRIBED IN SUBPART (I)), ANY OTHER AGREEMENT INFORMATION OR INSTRUMENT DELIVERED PURSUANT DOCUMENTS (FINANCIAL OR OTHERWISE) MADE AVAILABLE TO PARENT, MERGER SUB OR IN CONNECTION THEIR RESPECTIVE COUNSEL, ACCOUNTANTS OR ADVISORS WITH THIS AGREEMENTRESPECT TO THE COMPANY.

No Other Representations and Warranties. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III, AS QUALIFIED BY THE SELLERS CONTAINED HEREIN SCHEDULES, AND IN THE RELATED AGREEMENTS, NO SELLER NOR ANY OTHER PERSON MAKES ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE SELLERS, AND THE SELLERS HEREBY DISCLAIM ANY SUCH REPRESENTATION OR WARRANTY WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. NONE OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENTNOR ANY SELLER RELATED PARTY OR ANY OTHER PERSON HAS MADE OR IS MAKING AN EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO, AND THE BUYER UNDERSTANDSSHALL ACQUIRE THE BUSINESS AND THE ACQUIRED ASSETS WITHOUT ANY REPRESENTATION OR WARRANTY AS TO, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY, QUALITY, QUANTITY OR SUITABILITY OR FITNESS FOR ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS PARTICULAR PURPOSE OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVESSHALL ACQUIRE THE BUSINESS AND THE ACQUIRED ASSETS ON AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS AND “WITH ALL FAULTS”, ANY WARRANTY EXCEPT AS OTHERWISE EXPRESSLY REPRESENTED OR REPRESENTATION, EXPRESS OR IMPLIEDWARRANTED IN THIS ARTICLE III, AS QUALIFIED BY THE SCHEDULES, AND IN THE RELATED AGREEMENTS. NOTWITHSTANDING ANYTHING TO THE QUALITYCONTRARY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN NEITHER THE SELLERS NOR ANY OTHER PERSON SHALL BE DEEMED TO AFFECT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO, EXCEPT AS EXPRESSLY COVERED BY A SPECIFIC REPRESENTATION AND WARRANTY CONTAINED IN THIS ARTICLE III OR IN ANY RELATED AGREEMENT (I) ANY PROJECTIONS, ESTIMATES OR BUDGETS HERETOFORE DELIVERED TO OR MADE BY AVAILABLE TO THE BUYER OR ITS COUNSEL, ACCOUNTANTS OR ADVISORS OF FUTURE REVENUES, EXPENSES OR EXPENDITURES OR FUTURE RESULTS OF OPERATIONS OF ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR THE GROUP AS A WHOLE OR (II) ANY OTHER AGREEMENT INFORMATION OR INSTRUMENT DELIVERED PURSUANT DOCUMENTS (FINANCIAL OR OTHERWISE) MADE AVAILABLE TO THE BUYER OR ITS COUNSEL, ACCOUNTANTS OR ADVISORS WITH RESPECT TO THE SELLERS. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN CONNECTION WITH THIS AGREEMENT, NOTHING IN THIS SECTION 3.22 SHALL RESTRICT THE BUYER’S ABILITY TO BRING ANY CLAIM FOR FRAUD.

No Other Representations and Warranties. EXCEPT AS SET FORTH IN THIS ARTICLE 4, NEITHER THE SELLERS NOR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES MAKE OR HAVE MADE ANY REPRESENTATION OR WARRANTY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY OF THE COMPANY IN ARTICLE 5 OR ANY REPRESENTATIONS AND WARRANTIES OF THE SELLER GP, THE SELLERS, THE U.S. PARENT COMPANY, THE DUTCH PARENT COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES SET FORTH IN ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT). THE SELLERS CONTAINED HEREIN EXPRESSLY DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED. THE PURCHASER WILL RELY SOLELY ON ITS OWN EXAMINATION AND IN ANY OF INVESTIGATION THEREOF AND THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER SET FORTH IN CONNECTION WITH THIS AGREEMENTARTICLE 4 AND THE COMPANY SET FORTH IN ARTICLE 5, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDINGTHE SELLER GP, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN , THE REPRESENTATIONS AND WARRANTIES BY U.S. PARENT COMPANY, THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND DUTCH PARENT COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES SET FORTH IN ANY OF THE CERTIFICATES CERTIFICATE DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NONE OF THE SELLERS OR ACQUIRED COMPANIES ARE DIRECTLY OR INDIRECTLY MAKING ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT AS TO PRO FORMA FINANCIAL INFORMATION, FINANCIAL PROJECTIONS OR OTHER FORWARD LOOKING STATEMENTS RELATING TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTACQUIRED COMPANY.

No Other Representations and Warranties. THE THERE ARE NO REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWARRANTIES, EXPRESS OR IMPLIED, AS OF ANY NATURE WHATSOEVER RELATING TO THE QUALITYCOMPANIES, MERCHANTABILITY THE BUSINESS, THE SPVs, THE TRANSFERRED ENTITIES, THE PROPERTY OWNERS, THE SECURITIES, THE ROSELAND PROPERTY ASSETS, THE TRANSFERRED INTERESTS, THE REAL PROPERTIES OR FITNESS FOR A PARTICULAR PURPOSE OTHERWISE IN CONNECTION WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III OR ELSEWHERE IN THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT THE SELLER IS NOT RELYING ON ANY REPRESENTATION REPRESENTATIONS, WARRANTIES, STATEMENTS OR WARRANTY MADE DISCLOSURES BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ON BEHALF OF THE PURCHASER, THE PARENTS OR ANY OTHER PERSON, EXPRESS OR IMPLIED, IN AGREEING TO ENTER INTO THIS AGREEMENT AND THE ANCILLARY AGREEMENTS AND PERFORMING ITS OBLIGATIONS HEREUNDER AND THEREUNDER OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES MADE BY THE PURCHASER AND/OR INSTRUMENT DELIVERED PURSUANT TO THE PARENTS EXPRESSLY SET FORTH IN ARTICLE IV OR ELSEWHERE IN CONNECTION WITH THIS AGREEMENT.

No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 4, AS QUALIFIED BY THE SELLERS CONTAINED HEREIN SCHEDULES AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE SELLER DISCLOSURE SCHEDULES, SELLER MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS AND OR WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENTTHE TRANSACTIONS CONTEMPLATED HEREBY, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL SELLER HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS AND WARRANTIES REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONNATURE, EXPRESS OR IMPLIED, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER OR ANY OF ITS DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA). WITHOUT LIMITING THE FOREGOING, BUYER SHALL ACQUIRE THE BUSINESS AND THE COMPANY GROUP WITHOUT ANY REPRESENTATION OR WARRANTY AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A PARTICULAR PURPOSE WITH RESPECT “WHERE IS” BASIS, EXCEPT AS OTHERWISE EXPRESSLY REPRESENTED OR WARRANTED IN ARTICLE 3 OR THIS ARTICLE 4, AS QUALIFIED BY THE SCHEDULES AND SELLER DISCLOSURE SCHEDULES. NOTWITHSTANDING ANYTHING TO THIS AGREEMENT. NOTHING HEREIN THE CONTRARY, SELLER SHALL NOT BE DEEMED TO AFFECT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO (A) ANY PROJECTIONS, ESTIMATES OR BUDGETS HERETOFORE DELIVERED TO OR MADE BY AVAILABLE TO BUYER OR ANY SELLER PURSUANT TO OF ITS AFFILIATES, COUNSEL, ACCOUNTANTS OR ADVISORS OF FUTURE REVENUES, EXPENSES OR EXPENDITURES OR FUTURE RESULTS OF OPERATIONS OF ANY TRANSACTION DOCUMENT MEMBER OF THE COMPANY GROUP OR ANY OTHER AGREEMENT PERSON OR INSTRUMENT DELIVERED PURSUANT (B) EXCEPT AS EXPRESSLY COVERED BY A SPECIFIC REPRESENTATION AND WARRANTY CONTAINED IN THIS ARTICLE 4, ANY OTHER INFORMATION OR DOCUMENTS (FINANCIAL OR OTHERWISE) MADE AVAILABLE TO BUYER OR IN CONNECTION ANY OF ITS AFFILIATES, COUNSEL, ACCOUNTANTS OR ADVISORS WITH THIS AGREEMENTRESPECT TO ANY MEMBER OF THE COMPANY GROUP, SELLER OR THE TRANSACTIONS CONTEMPLATED HEREBY.

No Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS LEASE AGREEMENT, THE REPRESENTATIONS FACILITY AND WARRANTIES THE SITE IS BEING DELIVERED BY THE SELLERS CONTAINED HEREIN LESSOR TO LESSEE “AS IS, WHERE IS” AND IS DEMISED AND LET TO LESSEE SUBJECT TO: (A) APPLICABLE LAWS INCLUDING ZONING REGULATIONS, RESTRICTIONS, RULES, LAWS AND ORDINANCES NOW IN EFFECT OR HEREAFTER ADOPTED BY ANY GOVERNMENTAL AUTHORITY; (B) USE OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE FACILITY WHICH IS CONSISTENT WITH THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES TERMS OF THE SELLERS TO BUYER IN CONNECTION WITH THIS LEASE AGREEMENT, THE ASSIGNED PROJECT DOCUMENTS AND BUYER UNDERSTANDSTHE ASSIGNED PROJECT GOVERNMENTAL APPROVALS; AND (C) ALL LESSOR PERMITTED LIENS. EXCEPT AS EXPRESSLY SET FORTH IN THIS LEASE AGREEMENT, ACKNOWLEDGES AND AGREES THAT ALL OTHER LESSOR EXPRESSLY DISCLAIMS ANY REPRESENTATIONS AND OR WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONNATURE, EXPRESS OR IMPLIEDIMPLIED IN RESPECT OF THE FACILITY OR THE SITE, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENTANY PART THEREOF. NOTHING HEREIN SHALL BE DEEMED TO AFFECT LESSOR SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY MADE BY OF MERCHANTABILITY, MATERIAL OR WORKMANSHIP, USAGE, SUITABILITY, OR FITNESS FOR ANY SELLER PURSUANT PARTICULAR PURPOSE WHICH MAY APPLY TO ANY TRANSACTION DOCUMENT THE FACILITY OR THE SITE, OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT PART THEREOF; PROVIDED, HOWEVER, THAT, SUBJECT TO OR SECTION 8.2(B), LESSOR SHALL ENFORCE SUCH THIRD-PARTY WARRANTIES AS MAY EXIST IN CONNECTION WITH THIS AGREEMENTTHE CONTRACTS RELATED TO THE DEVELOPMENT AND CONSTRUCTION OF THE FACILITY.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND EACH DV SHAREHOLDER HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE V, NONE OF GOAL OR ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND ITS AFFILIATES OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETOTHEIR RESPECTIVE REPRESENTATIVES HAS MADE, THE SELLERS DO NOT IS MAKING, OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO ANY DV SHAREHOLDER, DV OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO GOAL OR ANY OF ITS BUSINESSES, ASSETS OR PROPERTIES OF THE FOREGOING, OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE QUALITYMERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT PURPOSE, FUTURE RESULTS, PROPOSED BUSINESSES OR FUTURE PLANS. WITHOUT LIMITING THE FOREGOING AND NOTWITHSTANDING ANYTHING TO THIS AGREEMENT. NOTHING HEREIN THE CONTRARY, NONE OF GOAL OR ANY OF ITS AFFILIATES OR REPRESENTATIVES SHALL BE DEEMED TO AFFECT MAKE TO ANY DV SHAREHOLDER, DV OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES ANY REPRESENTATION OR WARRANTY OTHER THAN AS EXPRESSLY MADE BY GOAL TO DV IN ARTICLE V. EACH DV SHAREHOLDER HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT REPRESENTATION OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR WARRANTY THAT IS NOT EXPRESSLY SET FORTH IN CONNECTION WITH ARTICLE V OF THIS AGREEMENT.

No Other Representations and Warranties. EACH BUYER PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, INCLUDING THE SPONSORS, HEREBY ACKNOWLEDGES AND AGREES THAT, NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLERS CONTAINED HEREIN AND COMPANY IN THIS ARTICLE IV OR IN ANY ANCILLARY AGREEMENT AND EXPRESSLY MADE BY THE BLOCKER IN ARTICLE V OR IN ANY ANCILLARY AGREEMENT, (A) NO GROUP COMPANY OR AFFILIATE THEREOF NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE GROUP COMPANIES OR ANY OTHER PERSON OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE BUYER PARTIES, THE SPONSORS OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION, FORECASTS, PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE FOREGOING, AND (B) NONE OF THE SOLE AND EXCLUSIVE BUYER PARTIES NOR ANY OF THEIR RESPECTIVE AFFILIATES, INCLUDING THE SPONSORS, RELIED ON ANY REPRESENTATION OR WARRANTY FROM OR ANY OTHER INFORMATION PROVIDED BY ANY GROUP COMPANY OR ANY AFFILIATE THEREOF, INCLUDING THE COMPANY UNITHOLDERS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF EXPRESSLY MADE BY THE SELLERS TO BUYER COMPANY IN CONNECTION WITH THIS ARTICLE IV OR IN ANY ANCILLARY AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDINGWARRANTIES, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, WHETHER EXPRESS OR IMPLIED, AS TO ARE EXPRESSLY DISCLAIMED BY THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTCOMPANY.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND SUCH PERSON HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE V, NONE OF PURCHASER OR ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE, IS MAKING, OR SHALL BE DEEMED TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF MAKE ANY KIND REPRESENTATION OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO SUCH PERSON, ANY OF ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO PURCHASER OR ANY OF THEIR RESPECTIVE BUSINESSES, ASSETS OR PROPERTIES OF THE FOREGOING, OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE QUALITYMERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT PURPOSE, FUTURE RESULTS, PROPOSED BUSINESSES OR FUTURE PLANS. WITHOUT LIMITING THE FOREGOING AND NOTWITHSTANDING ANYTHING TO THIS AGREEMENT. NOTHING HEREIN THE CONTRARY, NONE OF PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES SHALL BE DEEMED TO AFFECT MAKE TO THE COMPANY, SELLERS, OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES ANY REPRESENTATION OR WARRANTY OTHER THAN AS EXPRESSLY MADE BY PURCHASER TO THE COMPANY IN Article V. SUCH PERSON HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT PROMISE, REPRESENTATION OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR WARRANTY THAT IS NOT EXPRESSLY SET FORTH IN CONNECTION WITH Article V OF THIS AGREEMENT.

No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES BY CONTAINED IN THIS ARTICLE III, ARTICLE IV AND/OR THE SELLERS CONTAINED HEREIN AND IN ANY OF THE CERTIFICATES BRINGDOWN CERTIFICATE DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENTSECTION 9.2(f), AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETONEITHER COMPANY, THE SELLERS DO NOT MAKE NOR ANY PERSON ACTING ON THEIR BEHALF MAKES ANY REPRESENTATION OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWARRANTY, EXPRESS OR IMPLIED, AS AND NOTWITHSTANDING THE DELIVERY OR DISCLOSURE BY EITHER COMPANY, THE SELLERS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA) TO THE QUALITYBUYER PARTIES, MERCHANTABILITY AND ANY SUCH OTHER REPRESENTATIONS OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT WARRANTIES ARE HEREBY DISCLAIMED. THE SELLERS EACH REPRESENT AND WARRANT THAT THEY ARE EXCLUSIVELY RELYING ON THE REPRESENTATIONS AND WARRANTIES PROVIDED IN ARTICLE V, SECTION 8.8 AND THE BRINGDOWN CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT SECTION 9.3(c) AND ARE NOT RELYING ON ANY OTHER REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT THAN THOSE CONTAINED IN ARTICLE V, SECTION 8.8 AND THE BRINGDOWN CERTIFICATE DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT.SECTION 9.3(c). ARTICLE IV

No Other Representations and Warranties. EACH BUYER PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, INCLUDING THE SPONSOR, HEREBY ACKNOWLEDGES AND AGREES THAT, NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLERS CONTAINED HEREIN AND COMPANY IN THIS ARTICLE IV OR IN ANY ANCILLARY AGREEMENT AND THE BLOCKERS IN ARTICLE V OR IN ANY ANCILLARY AGREEMENT, NO GROUP COMPANY OR AFFILIATE THEREOF NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE GROUP COMPANIES OR ANY OTHER PERSON OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE BUYER PARTIES, THE SPONSOR OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION, FORECASTS, PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE FOREGOING, AND (B) NONE OF THE SOLE AND EXCLUSIVE BUYER PARTIES NOR THEIR ANY OF THEIR RESPECTIVE AFFILIATES, INCLUDING THE SPONSOR, RELIED ON ANY REPRESENTATION OR WARRANTY FROM OR ANY OTHER INFORMATION PROVIDED BY ANY GROUP COMPANY OR ANY AFFILIATE THEREOF, INCLUDING ANY COMPANY UNITHOLDER OR COMPANY OPTIONHOLDER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF EXPRESSLY MADE BY THE SELLERS TO BUYER COMPANY IN CONNECTION WITH THIS ARTICLE IV OR IN ANY ANCILLARY AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDINGWARRANTIES, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, WHETHER EXPRESS OR IMPLIED, AS ARE EXPRESSLY DISCLAIMED BY THE COMPANY. NOTWITHSTANDING ANYTHING TO THE QUALITYCONTRARY IN THIS AGREEMENT, MERCHANTABILITY NOTHING IN THIS SECTION 4.22 SHALL LIMIT ANY CLAIM OR FITNESS FOR A PARTICULAR PURPOSE CAUSE OF ACTION (OR RECOVERY IN CONNECTION THEREWITH) WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTFRAUD.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENTPOST PROVIDES NO REPRESENTATION, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND WARRANTY OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING CONDITION TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONINVESTOR, EXPRESS OR IMPLIED, WITH RESPECT TO THE COMPANIES, THE SHARES OR OTHERWISE, INCLUDING ANY REPRESENTATION, WARRANTY OR CONDITION AS TO THE QUALITYMERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT OR FUTURE RESULTS (FINANCIAL OR OTHERWISE), OTHER THAN AS EXPRESSLY PROVIDED IN THIS ARTICLE IV, ARTICLE VII AND ANY CERTIFICATE DELIVERED HEREUNDER. WITHOUT LIMITING THE FOREGOING, EXCEPT TO THE EXTENT THE SUBJECT OF A REPRESENTATION OR WARRANTY SET FORTH IN ARTICLE IV OF THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT , POST DOES NOT MAKE ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO THE INVESTOR, EXPRESS OR IMPLIED, WITH RESPECT TO ANY TRANSACTION DOCUMENT MANAGEMENT PRESENTATIONS OR ANY OTHER FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE COMPANIES, NOR WILL ANY MANAGEMENT PRESENTATIONS, ANY INFORMATION CONTAINED IN THE DATA ROOM OR ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE COMPANIES CONSTITUTE OR CREATE ANY ADDITIONAL REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE COMPANIES, THIS AGREEMENT OR INSTRUMENT DELIVERED PURSUANT THE ANCILLARY AGREEMENTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 4.25 OR OTHERWISE, NOTHING IN CONNECTION WITH THIS AGREEMENTSECTION 4.25 SHALL IN ANY MANNER LIMIT, OR BE TAKEN INTO ACCOUNT IN EVALUATING THE MERITS OF ANY CLAIM OF FRAUD.

No Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY CERTIFICATE OR OTHER DOCUMENT OR AGREEMENT FURNISHED OR TO BE FURNISHED TO BUYER PURSUANT TO THIS AGREEMENT, NEITHER THE REPRESENTATIONS AND WARRANTIES BY COMPANY NOR SELLERS MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE SELLERS CONTAINED HEREIN AND IN COMPANY OR ITS BUSINESS OR ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE ITS ASSETS, LIABILITIES, OPERATIONS OR PROSPECTS, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND EXCLUSIVE REPRESENTATIONS (II) ACCURACY AND WARRANTIES COMPLETENESS OF THE SELLERS ANY INFORMATION PROVIDED TO BUYER AND ITS REPRESENTATIVES (INCLUDING, FOR THIS PURPOSE, ANY INFORMATION PROVIDED BY XXXXXXXX XXXXX AND ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO BUYER IN CONNECTION WITH THIS AGREEMENTANY DATA ROOM, MANAGEMENT PRESENTATION OR THE LIKE), AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. NO REPRESENTATIONS OR WARRANTIES ARE MADE WITH RESPECT TO ANY ESTIMATES, PROJECTIONS OR OTHER FORECASTS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED PLANS (INCLUDING, WITHOUT LIMITATION, ANY RELATING THE REASONABLENESS OF THE ASSUMPTIONS, UNDERLYING SUCH ESTIMATES, PROJECTIONS AND FORECASTS), AND, TO THE FUTURE EXTENT ANY SUCH REPRESENTATION IS OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, HAS BEEN MADE WHICH IS NOT EXPRESSLY SET FORTH IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT, SUCH REPRESENTATIONS ARE HEREBY DISCLAIMED.

No Other Representations and Warranties. THE REPRESENTATIONS PARTIES ACKNOWLEDGE AND WARRANTIES AGREE THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS ‎ARTICLE V (AS MODIFIED BY THE SELLERS CONTAINED HEREIN APPLICABLE DISCLOSURE SCHEDULE) AND IN ANY OF THE CERTIFICATES CERTIFICATE DELIVERED PURSUANT HERETO CONSTITUTE TO SECTION ‎2.3(b), PARENT IS NOT MAKING ANY OTHER REPRESENTATION OR WARRANTY, NOR HAS IT MADE IN ANY EVENT ANY REPRESENTATION OR WARRANTY WITH RESPECT TO MATERIALS FURNISHED TO COMPANY OR ITS REPRESENTATIVES DURING THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES DILIGENCE PROCESS OR OTHERWISE (INCLUDING FINANCIAL FORECASTS, PROJECTIONS, ESTIMATES OR BUDGETS HERETOFORE DELIVERED TO OR MADE AVAILABLE TO COMPANY OR ITS COUNSEL, ACCOUNTANTS OR ADVISORS OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENTFUTURE REVENUES, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES EXPENSES OR EXPENDITURES OR FUTURE RESULTS OF OPERATIONS OF PARENT) OR MATTERS THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND WERE DISCUSSED ON OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING PRIOR TO THE FUTURE DATE HEREOF OR HISTORICAL OPERATIONS OF OTHERWISE. COMPANY SHALL ACQUIRE THE BUSINESS SHARE CONSIDERATION WITHOUT ANY REPRESENTATION OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A PARTICULAR PURPOSE WITH RESPECT TO “WHERE IS” BASIS, EXCEPT AS OTHERWISE EXPRESSLY REPRESENTED OR WARRANTED IN THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ARTICLE V, AS QUALIFIED BY THE APPLICABLE DISCLOSURE SCHEDULE, OR IN ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT CERTIFICATE DELIVERED PURSUANT TO OR SECTION 2.3(b). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN CONNECTION WITH THIS AGREEMENTSECTION‎ 5.17 or otherwise, nothing in this SECTION‎ 5.17 shall in any manner APPLY TO ANY claim of fraud.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES (A) EXCEPT AS SET FORTH HEREIN, NONE OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF OR ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS MEMBER OF THE BUSINESS SELLER GROUP OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT THEIR RESPECTIVE REPRESENTATIVES MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, HAVE MADE ANY WARRANTY OTHER REPRESENTATION OR REPRESENTATIONWARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE BUSINESS AND (B) EXCEPT AS SET FORTH IN ARTICLE VI HERETO, NONE OF THE SELLERS OR ANY MEMBER OF THE SELLER GROUP OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO THE QUALITYBUYER OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO THE BUYER, MERCHANTABILITY ITS AFFILIATES OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT REPRESENTATIVES OF, OR THE BUYER’S USE OF, ANY INFORMATION RELATED TO THE BUSINESS, INCLUDING ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO THE BUYER, ITS AFFILIATES OR REPRESENTATIVES, WHETHER ORALLY OR IN WRITING, IN CERTAIN “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF THE BUYER OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY SUCH OTHER REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTIS HEREBY EXPRESSLY DISCLAIMED.

No Other Representations and Warranties. EXCEPT WITH RESPECT TO FRAUD, THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLERS CONTAINED IN THIS AGREEMENT (AND THE RE-AFFIRMATIONS THEREOF SET FORTH IN THE CLOSING CERTIFICATIONS) (COLLECTIVELY “SELLERS’ WARRANTIES”) ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITATION OF THE FOREGOING, EXCEPT WITH RESPECT TO FRAUD, SELLERS EXPRESSLY DISCLAIM ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, RELATING TO: (i) TITLE TO BUYER THE ACQUIRED ASSETS AND THE MEMBERSHIP INTERESTS; (ii) THE CONDITION, QUANTITY, QUALITY, CONFORMITY TO MODELS OR SAMPLES, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT OF ANY ACQUIRED ASSETS; (iii) THE ACCURACY OR COMPLETENESS OF ANY DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION, OR MATERIALS FURNISHED OR MADE AVAILABLE TO PURCHASER IN CONNECTION WITH THIS AGREEMENTAGREEMENT OR THE CONTEMPLATED TRANSACTIONS WHETHER BEFORE, AND BUYER UNDERSTANDSON, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OR AFTER THE EXECUTION DATE; (iv) PRICING ASSUMPTIONS, OR QUALITY OR QUANTITY OF ANY KIND OR NATURE EXPRESSED OR IMPLIED HYDROCARBON RESERVES (INCLUDINGIF ANY), WITHOUT LIMITATION, ANY RELATING ATTRIBUTABLE TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY ABILITY OR POTENTIAL OF SUCH ASSETS TO PRODUCE HYDROCARBONS; (v) THE ENVIRONMENTAL CONDITION OF THE ACQUIRED ASSETS, BOTH SURFACE AND SUBSURFACE; OR (vi) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. ANY OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS MATTERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE MATERIALS FURNISHED OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS MADE AVAILABLE TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT PURCHASER OR ANY OTHER AGREEMENT OF THEIR ENTITY REPRESENTATIVES BY SELLERS OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTANY OF ITS ENTITY REPRESENTATIVES.

No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS (AS MODIFIED BY THE SELLERS CONTAINED HEREIN AND IN DISCLOSURE SCHEDULE), NEITHER SELLER NOR ANY OTHER PERSON MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER OR ITS AFFILIATES, THE PROBABLE SUCCESS OR PROFITABILITY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE BUSINESS, THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF SHARES, THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENTPURCHASED ASSETS, AND BUYER UNDERSTANDSTHE PURCHASED SUBSIDIARIES THE BUSINESS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS REAL PROPERTY OR THE ACQUIRED ASSETS TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE QUALITYOTHER TRANSACTION DOCUMENTS, QUANTITY THE ASSUMED LIABILITIES OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. ANY OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED RIGHTS OR OBLIGATIONS TO BE TRANSFERRED OR ASSUMED PURSUANT HERETO, THE SELLERS DO NOT MAKE AND SELLER DISCLAIMS ANY OTHER REPRESENTATIONS, WARRANTIES, FORECASTS, PROJECTIONS, STATEMENTS OR PROVIDEINFORMATION, AND THE BUYER HEREBY WAIVES, WHETHER MADE OR FURNISHED BY SELLER OR ANY WARRANTY OF ITS AFFILIATES OR REPRESENTATION, EXPRESS ANY OF ITS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. THEIR REPRESENTATIVES; PROVIDED THAT NOTHING HEREIN SHALL BE DEEMED PRECLUDE ANY CLAIM IN THE EVENT THAT BUYER IS ABLE TO AFFECT ANY REPRESENTATION OR WARRANTY DEMONSTRATE THAT SELLER HAS MADE BY ANY SELLER PURSUANT A MATERIAL MISSTATEMENT OF FACT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTBUYER THAT CONSTITUTES ACTUAL FRAUD AGAINST BUYER.

No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE THIS ARTICLE IV (REPRESENTATIONS AND WARRANTIES OF PURCHASER), AS QUALIFIED BY THE SELLERS TO BUYER SCHEDULES, THE ANCILLARY AGREEMENTS AND THE CERTIFICATES AND INSTRUMENTS DELIVERED IN CONNECTION WITH THIS AGREEMENTAGREEMENT AND THE ANCILLARY AGREEMENTS: (A) PURCHASER MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL PURCHASER HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS AND WARRANTIES REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONNATURE, EXPRESS OR IMPLIED, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO SELLERS OR THE COMPANIES OR THEIR DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), AND (B) WITHOUT LIMITING THE FOREGOING, SELLERS SHALL ACQUIRE THE INTERESTS IN PURCHASER WITHOUT ANY REPRESENTATION OR WARRANTY AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT“WHERE IS” BASIS.

No Other Representations and Warranties. EXCEPT AS EXPRESSLY STATED IN THIS ARTICLE III, SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND AND, SUBJECT TO THE REPRESENTATIONS AND WARRANTIES BY EXPRESSLY MADE HEREIN, BUYER ACCEPTS THE SELLERS CONTAINED HEREIN LICENSES AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE PROJECT ON AN "AS, WHERE IS" BASIS. BUYER WILL ASSUME ALL RISKS AND LIABILITIES THAT THE SOLE LICENSES AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENTPROPERTIES COVERED THEREBY MAY CONTAIN HAZARDOUS MATERIALS OR OTHER WASTE, TOXIC, HAZARDOUS, EXTREMELY HAZARDOUS, OR MATERIALS OR SUBSTANCES, AND BUYER UNDERSTANDSTUNNELS, ACKNOWLEDGES ADITS, SHAFTS AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES ADVERSE PHYSICAL CONDITIONS. SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER CONCERNING THE EXISTENCE, NATURE, LOCATION, AMOUNT OR VALUE OF ANY KIND MINERALIZATION, MINERAL RESERVES OR NATURE EXPRESSED RESOURCES ON THE PROJECT OR IMPLIED WHETHER ANY LICENSE OR PERMIT (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED LICENSES AS DEFINED HEREIN) CAN BE OBTAINED, TRANSFERRED OR AMENDED IN THE TRANSACTION DOCUMENTS AND IN A TIMELY MANNER, WHETHER ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETOMINING CAN BE DONE ECONOMICALLY, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY COST OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TIME REQUIRED TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION COMMENCE OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTOPERATE AND MAINTAIN OPERATIONS ON THE PROJECT.

No Other Representations and Warranties. EXCEPT AS SET FORTH IN THIS ARTICLE 5, NONE OF THE REPRESENTATIONS AND WARRANTIES BY SELLER GP, THE SELLERS CONTAINED HEREIN AND IN SELLERS, THE U.S. PARENT COMPANY, THE DUTCH PARENT COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY IN CONNECTION WITH THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (OTHER THAN THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS SET FORTH IN ARTICLE 4 OR ANY REPRESENTATIONS AND WARRANTIES OF THE SELLER GP, THE SELLERS, THE U.S. PARENT COMPANY, THE DUTCH PARENT COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES SET FORTH IN ANY CERTIFICATE DELIVERED PURSUANT TO BUYER IN CONNECTION WITH THIS AGREEMENT, ). THE U.S. PARENT COMPANY AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL THE DUTCH PARENT COMPANY EXPRESSLY DISCLAIM ANY OTHER REPRESENTATIONS AND OR WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONNATURE, EXPRESS OR IMPLIED, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PURCHASER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA AND, INCLUDING AS TO THE QUALITYCONDITION, MERCHANTABILITY VALUE OR QUALITY OF THE ACQUIRED COMPANIES’ BUSINESS OR ASSETS), (A) ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT SUCH ASSETS, ANY PART THEREOF, THE WORKMANSHIP THEREOF, THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, AND (B) ANY REPRESENTATION OR WARRANTY MADE BY AS TO ENVIRONMENTAL CONDITIONS, ENVIRONMENTAL COMPLIANCE, HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL MATTERS, AND THE PURCHASER WILL RELY SOLELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF AND THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY SET FORTH IN THIS ARTICLE 5, OF THE SELLERS SET FORTH IN ARTICLE 4 AND ANY REPRESENTATIONS AND WARRANTIES OF THE SELLER PURSUANT TO ANY TRANSACTION DOCUMENT GP, THE SELLERS, THE U.S. PARENT COMPANY, THE DUTCH PARENT COMPANY OR ANY OTHER AGREEMENT OR INSTRUMENT OF THEIR RESPECTIVE AFFILIATES SET FORTH IN ANY CERTIFICATE DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NONE OF THE SELLERS, SELLER GP OR ACQUIRED COMPANIES ARE DIRECTLY OR INDIRECTLY MAKING ANY REPRESENTATION OR WARRANTY AS TO PRO FORMA FINANCIAL INFORMATION, FINANCIAL PROJECTIONS OR OTHER FORWARD LOOKING STATEMENTS RELATING TO ANY ACQUIRED COMPANY.

No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV (AS MODIFIED BY THE SELLERS CONTAINED HEREIN DISCLOSURE SCHEDULES AND IN THE COMPANY SEC REPORTS), NEITHER THE COMPANY NOR ANY OTHER PERSON MAKES, OR HAS BEEN AUTHORIZED BY THE COMPANY OR ANY OF ITS AFFILIATES TO MAKE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE COMPANY, THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF ACQUIRED COMPANIES, THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENTBUSINESS, OR THE TRANSACTION, AND BUYER UNDERSTANDS, ACKNOWLEDGES THE COMPANY (ON BEHALF OF ITSELF AND AGREES THAT ALL ITS AFFILIATES) DISCLAIMS ANY OTHER REPRESENTATIONS AND WARRANTIES OF OR WARRANTIES, WHETHER MADE BY ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATIONACQUIRED COMPANY, ANY RELATING TO THE FUTURE AFFILIATE OF AN ACQUIRED COMPANY OR HISTORICAL OPERATIONS ANY OF THE BUSINESS THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR THE REPRESENTATIVES AND IF MADE, SUCH REPRESENTATION OR WARRANTY MAY NOT BE RELIED UPON BY PARENT OR ANY OF ITS AFFILIATES AND REPRESENTATIVES AS HAVING BEEN AUTHORIZED BY ANY ACQUIRED ASSETS COMPANY OR THE QUALITY, QUANTITY OR CONDITION ANY OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERSTHEIR RESPECTIVE AFFILIATES. OTHER THAN EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV (AS MODIFIED BY THE SELLERS CONTAINED HEREINDISCLOSURE SCHEDULES AND THE COMPANY SEC REPORTS), THE COMPANY (ON BEHALF OF ITSELF AND ITS AFFILIATES) HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN THE TRANSACTION DOCUMENTS AND WRITING) TO PARENT OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PARENT BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF AN ACQUIRED COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, INCLUDING ANY INFORMATION MADE AVAILABLE IN ANY ELECTRONIC DATA ROOM HOSTED BY THE COMPANY IN CONNECTION WITH THE TRANSACTION). NO ACQUIRED COMPANY OR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATIONS OR WARRANTIES TO PARENT REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, BUSINESS. THE SELLERS DO DISCLOSURE OF ANY MATTER OR ITEM IN ANY SCHEDULE SHALL NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT CONSTITUTE AN ACKNOWLEDGMENT THAT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT SUCH MATTER IS REQUIRED TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTBE DISCLOSED.

No Other Representations and Warranties. SELLER SHALL NOT BE DEEMED TO HAVE MADE TO SUB OR PARENT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OTHER THAN AS EXPRESSLY MADE BY SELLER IN THIS AGREEMENT OR THE RELATED AGREEMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER MAKES NO REPRESENTATION OR WARRANTY TO SUB OR PARENT WITH RESPECT TO ANY INFORMATION OR DOCUMENTS MADE AVAILABLE TO SUB OR PARENT OR EITHER OF THEIR COUNSEL, ACCOUNTANTS OR ADVISORS WITH RESPECT TO THE TANGIBLE ASSETS, INTANGIBLE ASSETS, LICENSED ASSETS, MANUFACTURING SITE AND/OR BUSINESS EXCEPT AS EXPRESSLY COVERED IN A REPRESENTATION AND WARRANTY CONTAINED IN THE FOREGOING DOCUMENTS. IN ANY EVENT, SELLER MAKES NO WARRANTY OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR QUALITY AS TO THE FOREGOING ASSETS, OR ANY PART THEREOF, OR THE MANUFACTURING SITE OR BUSINESS, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED SET FORTH HEREIN AND IN THE RELATED AGREEMENTS, THE TANGIBLE ASSETS, INTANGIBLE ASSETS, LICENSED ASSETS, AND MANUFACTURING SITE ARE TO BE CONVEYED HEREUNDER AND THEREUNDER "AS IS WHERE IS" AT THE CLOSING, AND IN THEIR THEN PRESENT CONDITION (SUBJECT TO SECTION 2.5 ABOVE WITH RESPECT TO THE TANGIBLE ASSETS), AND BUYER SHALL RELY UPON ITS OWN EXAMINATION THEREOF. NOTWITHSTANDING THE FOREGOING, SELLER HEREBY REPRESENTS AND WARRANTS THAT, EXCEPT WHERE THE FAILURE TO DO SO WOULD NOT BE MATERIAL TO BUYER'S DUE DILIGENCE INQUIRY, SELLER HAS MADE COMMERCIALLY REASONABLE EFFORTS TO PRODUCE OR MAKE AVAILABLE TO BUYER ANY AND ALL DOCUMENTS AND INFORMATION (SPECIFICALLY EXCEPTING ALL DOCUMENTS WHICH RELATE TO THE QS-21 ADJUVANT OR THE MANUFACTURE, SUPPLY, USE, SALE, OFFER FOR SALE OR IMPORTATION OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE QS-21 ADJUVANT) IN RESPONSE TO BUYER'S DUE DILIGENCE INQUIRIES RELATED TO THE SOLE TANGIBLE ASSETS, INTANGIBLE ASSETS, LICENSED ASSETS AND/OR THE MANUFACTURING SITE OR BUSINESS AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES THAT AS OF THE SELLERS EFFECTIVE DATE, SELLER HAS NO REASONABLE BASIS TO BELIEVE THAT ANY DOCUMENTS OR INFORMATION PROVIDED TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND SUCH INQUIRIES ARE MATERIALLY MISLEADING OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTINACCURATE.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND EXCEPT AS EXPRESSLY SET FORTH IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENTARTICLE IV, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO SELLER DOES NOT MAKE ANY REPRESENTATION OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWARRANTY, EXPRESS OR IMPLIED, AS AT LAW OR IN EQUITY, IN RESPECT OF THE UNITS OR OTHERWISE WITH RESPECT TO THE QUALITYCOMPANY OR ANY SUBSIDIARY OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE WITH RESPECT PURPOSE, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED AND IF MADE, SUCH OTHER REPRESENTATIONS OR WARRANTIES MAY NOT BE RELIED UPON BY PURCHASER OR ANY OF ITS AFFILIATES AND REPRESENTATIVES. PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN ARTICLE III AND THIS AGREEMENTARTICLE IV, PURCHASER IS ACQUIRING THE UNITS ON AN “AS IS, WHERE IS” BASIS. NOTHING HEREIN SHALL THE DISCLOSURE OF ANY MATTER OR ITEM IN ANY SCHEDULE HERETO WILL NOT BE DEEMED TO AFFECT CONSTITUTE AN ACKNOWLEDGMENT THAT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT SUCH MATTER IS REQUIRED TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTBE DISCLOSED.

No Other Representations and Warranties. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE REPRESENTATIONS RELATED AGREEMENTS, NEITHER SELLER NOR ANY AGENT OR REPRESENTATIVE OF SELLER HAS MADE, AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND SELLER IS NOT LIABLE FOR OR BOUND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND MANNER BY, ANY WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT PURPOSE, OR ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTEES, PROMISES, STATEMENTS, INDUCEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE ASSETS OR ANY PART THEREOF, AND WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT AGREEMENT OR THE RELATED AGREEMENTS, SELLER IS NOT LIABLE FOR OR BOUND BY (AND NONE OF BUYER, STERLING OR PARENT HAS RELIED UPON) ANY REPRESENTATION VERBAL OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT WRITTEN STATEMENTS, REPRESENTATIONS, OR ANY OTHER AGREEMENT INFORMATION RESPECTING ANY PORTION OF THE ASSETS FURNISHED BY SELLER OR INSTRUMENT DELIVERED PURSUANT ANY EMPLOYEE, AGENT OR OTHER PERSON REPRESENTING OR PURPORTEDLY REPRESENTING SELLER. BUYER ACKNOWLEDGES THAT THE OPERATION OF THE ASSETS IN THE PAST HAS PRODUCED LOSSES AND THAT NO REPRESENTATION IS MADE BY SELLER AS TO THE FUTURE SUCCESS OR IN CONNECTION WITH THIS AGREEMENTPROFITABILITY OF THE ASSETS OR THE PRODUCTS PRODUCED THEREBY.

No Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV (INCLUDING THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND IN ANY RELATED PORTIONS OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENTDISCLOSURE SCHEDULES), AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF NO ACQUIRED COMPANY NOR ANY KIND SELLER HAS MADE OR NATURE EXPRESSED MAKES ANY REPRESENTATION OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWARRANTY, EXPRESS OR IMPLIED, AS AT LAW OR IN EQUITY, IN RESPECT OF ANY ACQUIRED COMPANY OR ANY OF THEIR RESPECTIVE BUSINESSES OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES, OPERATIONS OR PROSPECTS, INCLUDING WITH RESPECT TO THE QUALITY, (A) MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE WITH RESPECT PURPOSE, (B) ACCURACY AND COMPLETENESS OF ANY INFORMATION PROVIDED TO BUYER AND ITS REPRESENTATIVES (INCLUDING, FOR THIS AGREEMENTPURPOSE, ANY INFORMATION PROVIDED BY KATTEN OR ROTHSCHILD, INC. NOTHING HEREIN SHALL BE DEEMED AND ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO AFFECT BUYER IN ANY DATA ROOM, MANAGEMENT PRESENTATION OR THE LIKE), AND (C) ANY ESTIMATES, PROJECTIONS OR OTHER FORECASTS AND PLANS (INCLUDING THE REASONABLENESS OF THE ASSUMPTIONS UNDERLYING SUCH ESTIMATES, PROJECTIONS AND FORECASTS), AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. TO THE EXTENT ANY REPRESENTATION OR WARRANTY IS OR HAS BEEN MADE WHICH IS NOT EXPRESSLY SET FORTH IN THIS AGREEMENT (AS MODIFIED BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTTHE DISCLOSURE SCHEDULES), SUCH ARE HEREBY DISCLAIMED.

No Other Representations and Warranties. EXCEPT (A) WITH RESPECT TO THE COMPANY, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV, AS QUALIFIED BY THE SELLERS CONTAINED HEREIN AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION ATTACHED DISCLOSURE SCHEDULES, (B) WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING RESPECT TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITYSTOCKHOLDERS, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN FOR THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS LETTERS OF TRANSMITTAL, THE SUPPORT AGREEMENTS AND THE RESTRICTIVE COVENANT AGREEMENTS, AS APPLICABLE, AND (C) WITH RESPECT TO THE OPTIONHOLDERS, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ANY THE OPTION CANCELLATION AGREEMENTS AND THE RESTRICTIVE COVENANT AGREEMENTS, AS APPLICABLE, NONE OF THE CERTIFICATES DELIVERED PURSUANT HERETOCOMPANY, THE SELLERS DO NOT MAKE STOCKHOLDERS, THE OPTIONHOLDERS OR PROVIDETHE REPRESENTATIVE MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, AND THE BUYER COMPANY AND EACH STOCKHOLDER AND OPTIONHOLDER HEREBY WAIVES, DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY. PARENT WILL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES WITHOUT ANY REPRESENTATION OR WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A PARTICULAR PURPOSE WITH RESPECT TO “WHERE IS” BASIS, EXCEPT AS OTHERWISE EXPRESSLY REPRESENTED OR WARRANTED (X) BY THE COMPANY, IN THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION ARTICLE IV, AS QUALIFIED BY THE ATTACHED DISCLOSURE SCHEDULES, (Y) BY THE STOCKHOLDERS, IN THE LETTERS OF TRANSMITTAL, THE SUPPORT AGREEMENTS AND THE RESTRICTIVE COVENANT AGREEMENTS, AS APPLICABLE OR WARRANTY MADE (Z) BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR THE OPTIONHOLDERS, IN CONNECTION WITH THIS AGREEMENTTHE OPTION CANCELLATION AGREEMENTS AND THE RESTRICTIVE COVENANT AGREEMENTS, AS APPLICABLE.

No Other Representations and Warranties. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, BUYER REPRESENTS, WARRANTS, ACKNOWLEDGES, AND AGREES THAT SELLER, ITS AFFILIATES, AND ANY OF THEIR REPRESENTATIVES ARE NOT MAKING ANY REPRESENTATIONS, WARRANTIES, OR GUARANTEES, EXPRESS, IMPLIED, OR STATUTORY, WRITTEN OR ORAL, OF ANY KIND, NATURE, OR DESCRIPTION, BEYOND THOSE EXPRESSLY GIVEN BY SELLER IN ARTICLE V OF THIS AGREEMENT (AS QUALIFIED BY THE SCHEDULES), AND BUYER REPRESENTS WARRANTS, ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V (AS QUALIFIED BY THE SELLERS CONTAINED HEREIN SCHEDULES), THE ACQUIRED ASSETS ARE BEING TRANSFERRED ON AN “AS IS”, “WITH ALL FAULTS” BASIS AND IN WITHOUT REPRESENTATIONS, WARRANTIES, OR GUARANTEES, EXPRESS, IMPLIED, OR STATUTORY, WRITTEN OR ORAL, OF ANY KIND, NATURE, OR DESCRIPTION, BY SELLER, ITS AFFILIATES OR ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO THEIR REPRESENTATIVES. BUYER IN CONNECTION WITH THIS AGREEMENTFURTHER REPRESENTS, AND BUYER UNDERSTANDSWARRANTS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS SELLER, ITS AFFILIATES, AND WARRANTIES ANY OF THEIR REPRESENTATIVES HAVE NOT MADE ANY REPRESENTATIONS, WARRANTIES, OR GUARANTEES, EXPRESS, IMPLIED, OR STATUTORY, WRITTEN OR ORAL, OF ANY KIND KIND, NATURE, OR NATURE EXPRESSED DESCRIPTION, AS TO THE ACCURACY OR IMPLIED (INCLUDINGCOMPLETENESS OF ANY INFORMATION REGARDING SELLER, WITHOUT LIMITATIONTHE BUSINESS, THE ACQUIRED ASSETS, OR THE ASSUMED LIABILITIES NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, AND SELLER, ITS AFFILIATES AND ANY OF THEIR REPRESENTATIVES ARE NOT AND WILL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO BUYER, ITS AFFILIATES, OR ANY OF THEIR REPRESENTATIVES RESULTING FROM THE DISTRIBUTION TO BUYER, ITS AFFILIATES, OR ANY OF THEIR REPRESENTATIVES, OR BUYER’S, ITS AFFILIATES’, OR ANY OF THEIR REPRESENTATIVES’ USE OF, ANY SUCH INFORMATION, INCLUDING ANY CONFIDENTIAL MEMORANDA DISTRIBUTED ON BEHALF OF SELLER RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR OTHER PUBLICATIONS OR DATA ROOM INFORMATION PROVIDED TO BUYER, ITS AFFILIATES, OR ANY OF THEIR REPRESENTATIVES IN CONNECTION WITH THE QUALITY, QUANTITY OR CONDITION SALE OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS BUYER REPRESENTS, WARRANTS, ACKNOWLEDGES AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY AGREES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CERTIFICATES DELIVERED PURSUANT HERETOBUSINESS, THE SELLERS DO NOT MAKE OR PROVIDEACQUIRED ASSETS, AND THE ASSUMED LIABILITIES AND, IN MAKING THE DETERMINATION TO PROCEED WITH THE TRANSACTIONS CONTEMPLATED HEREUNDER, BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO HAS RELIED ON THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTRESULTS OF ITS OWN INDEPENDENT INVESTIGATION.

No Other Representations and Warranties. EACH OF THE PURDUE PARTIES HEREBY ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND MADE IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THIS ARTICLE 4 ARE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES BEING MADE BY OR ON BEHALF OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, CONTRIBUTOR OR ANY OF ITS AFFILIATES AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL ARE EXCLUSIVE OF ANY OTHER REPRESENTATIONS AND WARRANTIES WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES. EXCEPT AS IS EXPRESSLY SET FORTH IN THIS ARTICLE 4, (A) NONE OF CONTRIBUTOR OR ANY AFFILIATE OF CONTRIBUTOR MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWHATSOEVER, EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATIONS OR WARRANTIES AS TO THE QUALITYMERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR SUITABILITY FOR USE, WITH RESPECT TO THE INSTITUTIONAL ASSETS, THE ASSUMED LIABILITIES, ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS OR THE CONDITION OR PROSPECTS (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, THE INSTITUTIONAL ASSETS OR THE ASSUMED LIABILITIES; AND (B) NONE OF THE PARTIES OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACCURACY, SUFFICIENCY OR COMPLETENESS OF ANY INFORMATION, DOCUMENTS OR MATERIAL MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR AVAILABLE IN CONNECTION WITH THE PURDUE PARTIES’ DUE DILIGENCE INVESTIGATION OF THE INSTITUTIONAL ASSETS, THE ASSUMED LIABILITIES, OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTAGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS; PROVIDED, HOWEVER, THAT SUBCLAUSE (B) OF THIS SECTION 4.20 SHALL NOT RELIEVE CONTRIBUTOR FROM LIABILITY WITH RESPECT TO ANY FRAUDULENT MISREPRESENTATIONS MADE BY IT TO THE PURDUE PARTIES WITH RESPECT TO ANY SUCH INFORMATION, DOCUMENTS OR MATERIALS. THE PURDUE PARTIES ACKNOWLEDGE AND AGREE THAT UPON THE CLOSING CONTRIBUTOR SHALL CONTRIBUTE, TRANSFER, CONVEY, ASSIGN, AND DELIVER TO NEWU, AND NEWU SHALL ACCEPT, ASSUME, AND ACQUIRE CONTRIBUTOR’S RIGHTS, TITLE AND INTEREST IN AND TO, THE INSTITUTIONAL ASSETS “AS IS, WHERE IS, WITH ALL FAULTS.”

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS MAKE NO REPRESENTATION OR WARRANTY TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONBUYER, EXPRESS OR IMPLIED, WITH RESPECT TO THE BUSINESS, THE PURCHASED ASSETS, THE COMPANY, ITS SUBSIDIARIES OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE QUALITYMERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENTOR FUTURE RESULTS, OTHER THAN AS EXPRESSLY PROVIDED IN ARTICLES V AND VI. NOTHING HEREIN SHALL BE DEEMED TO AFFECT WITHOUT LIMITING THE FOREGOING, SELLERS DO NOT MAKE ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO BUYER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY TRANSACTION DOCUMENT MANAGEMENT PRESENTATIONS (INCLUDING MONTHLY FINANCIAL REVIEWS), MARKETING MATERIALS, FINANCIAL PROJECTIONS, FORECASTS, BUDGETS, OR ANY THE IMPACT OF COMPETITION, WEATHER, OR OTHER AGREEMENT FACTORS AFFECTING HISTORICAL, ACTUAL OR INSTRUMENT DELIVERED PURSUANT PROJECTED FINANCIAL PERFORMANCE RELATING TO OR THE BUSINESS. BUYER HEREBY ACKNOWLEDGES THAT, OTHER THAN AS EXPRESSLY PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE BUSINESS, THE PURCHASED ASSETS, THE COMPANY AND ITS SUBSIDIARIES ARE BEING ACQUIRED “AS IS, WHERE IS” ON THE CLOSING DATE AND IN THEIR PRESENT CONDITION, AND BUYER HAS RELIED ON ITS OWN EXAMINATION AND INVESTIGATION OF THE BUSINESS, THE PURCHASED ASSETS, THE COMPANY AND ITS SUBSIDIARIES IN ELECTING TO ENTER INTO, AND CONSUMMATE THE TRANSACTIONS UNDER, THIS AGREEMENT AND THE ANCILLARY AGREEMENTS. NO PATENT OR LATENT PHYSICAL CONDITION OR DEFECT IN ANY OF THE PURCHASED ASSETS, WHETHER OR NOT NOW KNOWN OR DISCOVERED, SHALL AFFECT THE RIGHTS OF EITHER PARTY. ARTICLE VII.

No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III (AS MODIFIED BY THE SELLERS CONTAINED HEREIN AND DISCLOSURE SCHEDULES) OR IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE ANCILLARY AGREEMENTS TO WHICH SELLER IS A PARTY, SELLER MAKES NO OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER, THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF ACQUIRED EQUITY, THE SELLERS TO BUYER IN CONNECTION WITH TARGET COMPANIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL SELLER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES (OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED CONTAINED IN THIS ARTICLE III (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED AS MODIFIED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND DISCLOSURE SCHEDULES) OR IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETOANCILLARY AGREEMENTS TO WHICH SELLER IS A PARTY), THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVESWHETHER MADE BY SELLER, ANY WARRANTY AFFILIATE OF SELLER, ANY TARGET COMPANY OR REPRESENTATIONANY OF THEIR RESPECTIVE OFFICERS, EXPRESS DIRECTORS, MANAGERS, EMPLOYEES, AGENTS OR IMPLIEDREPRESENTATIVES AND IF MADE, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY SUCH REPRESENTATION OR WARRANTY MADE MAY NOT BE RELIED UPON BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT BUYER OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT.OF ITS AFFILIATES AND REPRESENTATIVES AS 9 LEGAL02/39540989v11

No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN SET FORTH IN ARTICLE III OR THIS ARTICLE IV, ANY TRANSACTION DOCUMENT AND IN ANY OF THE CERTIFICATES CERTIFICATE DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OR THERETO, NO MEMBER OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENTCOMPANY GROUP, AND BUYER UNDERSTANDSNOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND WRITTEN OR NATURE EXPRESSED OR IMPLIED (INCLUDINGORAL, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONSTATUTORY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE COMPANY GROUP OR THEIR BUSINESS, OPERATIONS, ASSETS, STOCK, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS. BUYER HEREBY EXPRESSLY WAIVES ANY CLAIMS AND CAUSES OF ACTION AND ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE AND HEREBY DISCLAIMS RELIANCE UPON ANY STATEMENT MADE (OR OMITTED) OR INFORMATION PROVIDED OUTSIDE OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENTARTICLE IV, ARTICLE III, ANY TRANSACTION DOCUMENT AND IN ANY CERTIFICATE DELIVERED PURSUANT HERETO OR THERETO, IN EACH CASE RELATING TO THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO BUYER AND ITS REPRESENTATIVES BY OR ON BEHALF OF THE COMPANY GROUP OR SELLER. NOTHING HEREIN SHALL BE DEEMED TO AFFECT WITHOUT LIMITING THE FOREGOING, NO MEMBER OF THE COMPANY GROUP NOR SELLER, NOR ANY OTHER PERSON IS MAKING ANY REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST RELATING TO THE BUSINESS, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS OF THE COMPANY GROUP AND THE COMPANY GROUP HEREBY EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE OR RELIANCE BY THE BUYER AND ITS REPRESENTATIVES OF ANY STATEMENT MADE BY ANY SELLER PURSUANT TO (OR OMITTED), OR INFORMATION PROVIDED, OUTSIDE OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE III OR ARTICLE IV, ANY TRANSACTION DOCUMENT AND IN ANY CERTIFICATE DELIVERED PURSUANT HERETO OR THERETO AND NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL RESTRICT OR IMPAIR THE ABILITY OF BUYER OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OF ITS AFFILIATES FROM BRINGING A CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENTFRAUD (AS DEFINED IN ARTICLE X).

No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES BY SET FORTH IN THIS ARTICLE III, IN THE SELLERS CONTAINED HEREIN AND IN RELATED DOCUMENTS AND/OR ANY OF THE CERTIFICATES CERTIFICATE DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER AT OR IN CONNECTION WITH THIS AGREEMENTTHE CLOSING BY THE SELLER AND/OR ANY SELLER OWNER, AND BUYER UNDERSTANDS(A) NONE OF THE COMPANY, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATIONTHE SELLER, ANY RELATING TO THE FUTURE SELLER OWNER OR HISTORICAL OPERATIONS OF THE BUSINESS ANY OTHER PERSON MAKES ANY REPRESENTATIONS OR THE ACQUIRED ASSETS WARRANTIES, WRITTEN OR THE QUALITYVERBAL, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONSTATUTORY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENTTHE COMPANY, ANY OF ITS BUSINESS, OPERATIONS, ASSETS, EQUITY INTERESTS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE), OR PROSPECTS AND (B) EXCEPT FOR FRAUD, THE PURCHASER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY CLAIMS AND CAUSES OF ACTION AND ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, IN EACH CASE, RELATING TO THE ACCURACY, COMPLETENESS, OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR VERBAL) HERETOFORE FURNISHED TO PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF THE COMPANY. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY WITHOUT LIMITING THE FOREGOING, NONE OF THE COMPANY, THE SELLER, ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OWNER OR ANY OTHER AGREEMENT PERSON IS MAKING ANY FINANCIAL PROJECTION OR INSTRUMENT DELIVERED PURSUANT FORECAST RELATING TO THE BUSINESS, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR IN CONNECTION WITH THIS AGREEMENTOTHERWISE), OR PROSPECTS OF THE COMPANY.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES EXCEPT AS EXPRESSLY SET FORTH IN THIS Article IV (AS MODIFIED BY THE SELLERS CONTAINED HEREIN DISCLOSURE SCHEDULES), AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED SECTION 3.1(F) THROUGH (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETSI) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETOHEREOF, THE SELLERS DO NOT MAKE COMPANY MAKES NO REPRESENTATION OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWARRANTY, EXPRESS OR IMPLIED, AS AT LAW OR IN EQUITY, IN RESPECT OF SELLER OR THE COMPANY OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITH RESPECT TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE PURPOSE, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED AND IF MADE, SUCH OTHER REPRESENTATIONS OR WARRANTIES MAY NOT BE RELIED UPON BY BUYER OR ANY OF ITS AFFILIATES AND REPRESENTATIVES. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS Article IV (AS MODIFIED BY THE DISCLOSURE SCHEDULES) AND IN Article V (AS MODIFIED BY THE DISCLOSURE SCHEDULES), AND IN THE CERTIFICATES DELIVERED PURSUANT TO SECTION 3.1(F) THROUGH (I) HEREOF, BUYER IS ACQUIRING THE COMPANY ON AN “AS IS, WHERE IS” BASIS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NOTHING IN THIS AGREEMENT SHALL LIMIT ANY CLAIMS WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTFRAUD.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND EXCEPT AS EXPRESSLY SET FORTH IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETOARTICLE IV, THE SELLERS DO NOT MAKE SELLER MAKES NO REPRESENTATION OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWARRANTY, EXPRESS OR IMPLIED, AS AT LAW OR IN EQUITY, IN RESPECT OF THE SHARES, THE OPTIONS OR OTHERWISE WITH RESPECT TO THE QUALITYCOMPANY OR ANY SUBSIDIARY OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE WITH RESPECT PURPOSE, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED AND IF MADE, SUCH OTHER REPRESENTATIONS OR WARRANTIES MAY NOT BE RELIED UPON BY THE PURCHASER OR ANY OF ITS AFFILIATES AND REPRESENTATIVES. THE PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS AGREEMENTARTICLE IV ARTICLE V AND THE DISCLOSURE SCHEDULES RELATED THERETO, THE PURCHASER IS ACQUIRING THE SHARES ON AN “AS IS, WHERE IS” BASIS. NOTHING HEREIN SHALL THE DISCLOSURE OF ANY MATTER OR ITEM IN ANY SCHEDULE HERETO WILL NOT BE DEEMED TO AFFECT CONSTITUTE AN ACKNOWLEDGMENT THAT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT SUCH MATTER IS REQUIRED TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTBE DISCLOSED.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 2, (A) NONE OF SELLER OR ANY OF ITS AFFILIATES IS MAKING OR HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THIS AGREEMENT, THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE ANCILLARY AGREEMENTS, SELLER, THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF SELLING AFFILIATES, THE SELLERS TRANSFERRED ASSETS, THE ASSUMED LIABILITIES, THE BUSINESS, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (INCLUDING ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH) OR ANY INFORMATION PROVIDED OR MADE AVAILABLE TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTAGREEMENT (INCLUDING ANY FORECASTS, AND BUYER UNDERSTANDSPROJECTIONS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED ESTIMATES, BUDGETS, PRESENTATIONS CONCERNING THE BUSINESS (INCLUDING, INCLUDING WITHOUT LIMITATION, THE CONFIDENTIAL INFORMATION MEMORANDA AND ANY RELATING TO THE FUTURE “TEASER” DOCUMENTS), OR HISTORICAL OPERATIONS OF THE BUSINESS DUE DILIGENCE OR THE ACQUIRED ASSETS OR THE QUALITYOTHER “DATA ROOM” MATERIALS), QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, INCLUDING ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS WITH RESPECT TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN PURPOSE, AND ALL OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED AND SHALL NOT BE DEEMED TO AFFECT BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF ANY REPRESENTATION OR WARRANTY MADE OF THE FOREGOING PARTIES AND HAVE NOT BEEN RELIED UPON BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT BUYER OR ANY OTHER OF ITS AFFILIATES IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY; AND (B) EXCEPT AS IS OTHERWISE PROVIDED IN THIS AGREEMENT, ALL OF THE ASSETS AND LIABILITIES TO BE SOLD, CONVEYED, ASSIGNED, TRANSFERRED OR INSTRUMENT DELIVERED PURSUANT TO OR ASSUMED, AS APPLICABLE, IN CONNECTION ACCORDANCE WITH THIS AGREEMENT, SHALL BE SOLD, CONVEYED, ASSIGNED, TRANSFERRED OR ASSUMED ON AN “AS IS, WHERE IS” BASIS.

No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO THIS ARTICLE III, BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL NONE OF SELLER OR ANY OTHER REPRESENTATIONS AND PERSON MAKES ANY OTHER EXPRESS, IMPLIED OR STATUTORY REPRESENTATION OR WARRANTY WITH RESPECT TO THE PURCHASED ASSETS, THE ASSUMED LIABILITIES OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF ANY KIND MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY OR NATURE EXPRESSED NON INFRINGEMENT, INCLUDING AS TO (A) THE PHYSICAL CONDITION OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS USEFULNESS FOR A PARTICULAR PURPOSE OF THE BUSINESS OR INVENTORY, (B) THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION USE OF THE ACQUIRED ASSETSPURCHASED ASSETS BY BUYER OR ITS AFFILIATES AFTER THE CLOSING, OR (C) ARE SPECIFICALLY DISCLAIMED THE PROBABLE SUCCESS OR PROFITABILITY OF THE OWNERSHIP, USE OR OPERATION OF THE PURCHASED ASSETS BY BUYER OR ITS AFFILIATES AFTER THE SELLERSCLOSING, AND SELLER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL SUCH WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY. OTHER THAN EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES BY CONTAINED IN THIS ARTICLE III (INCLUDING THE SELLERS CONTAINED HEREINSELLER DISCLOSURE SCHEDULE), IN THE TRANSACTION DOCUMENTS ALL PURCHASED ASSETS ARE CONVEYED ON AN “AS IS” AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT“WHERE IS” BASIS.

No Other Representations and Warranties. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III, AS QUALIFIED BY THE SELLERS CONTAINED HEREIN SCHEDULES, AND IN THE RELATED AGREEMENTS, (a) NO SELLER NOR ANY OTHER PERSON MAKES ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE SELLERS, AND (b) THE SELLERS HEREBY DISCLAIM ANY SUCH EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EXCEPT IN EACH CASE AS OTHERWISE EXPRESSLY REPRESENTED OR WARRANTED IN THIS ARTICLE III, AS QUALIFIED BY THE SOLE SCHEDULES, AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES IN THE RELATED AGREEMENTS, (i) NONE OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENTNOR ANY SELLER RELATED PARTY OR ANY OTHER PERSON HAS MADE OR IS MAKING AN EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO, AND THE BUYER UNDERSTANDSSHALL ACQUIRE THE BUSINESS AND THE ACQUIRED ASSETS WITHOUT ANY REPRESENTATION OR WARRANTY AS TO, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY, QUALITY, QUANTITY OR SUITABILITY OR FITNESS FOR ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS PARTICULAR PURPOSE OF THE BUSINESS OR THE ACQUIRED ASSETS OR ASSETS, AND (ii) THE QUALITY, QUANTITY OR CONDITION OF BUYER SHALL ACQUIRE THE BUSINESS AND THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY ASSETS ON AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS. NOTWITHSTANDING ANYTHING TO THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY CONTRARY, NEITHER THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN NOR ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN OTHER PERSON SHALL BE DEEMED TO AFFECT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO, EXCEPT AS EXPRESSLY COVERED BY A SPECIFIC REPRESENTATION AND WARRANTY CONTAINED IN THIS ARTICLE III OR IN ANY RELATED AGREEMENT (I) ANY PROJECTIONS, ESTIMATES OR BUDGETS HERETOFORE DELIVERED TO OR MADE BY AVAILABLE TO THE BUYER OR ITS COUNSEL, ACCOUNTANTS OR ADVISORS OF FUTURE REVENUES, EXPENSES OR EXPENDITURES OR FUTURE RESULTS OF OPERATIONS OF ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR THE GROUP AS A WHOLE, OR (II) ANY OTHER AGREEMENT INFORMATION OR INSTRUMENT DELIVERED PURSUANT DOCUMENTS (FINANCIAL OR OTHERWISE) MADE AVAILABLE TO THE BUYER OR ITS COUNSEL, ACCOUNTANTS OR ADVISORS WITH RESPECT TO THE SELLERS. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN CONNECTION WITH THIS AGREEMENT, NOTHING IN THIS SECTION 3.23 SHALL RESTRICT THE BUYER’S ABILITY TO BRING ANY CLAIM FOR FRAUD.

No Other Representations and Warranties. PURCHASER HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE III AND ARTICLE IV, NONE OF THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN AND IN COMPANY, ANY SELLER OR ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND THEIR RESPECTIVE SUBSIDIARIES OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETOTHEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE, THE SELLERS DO NOT IS MAKING, OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATIONWHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO PURCHASER, ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO THE SELLERS (OR ANY HOLDER OF DERIVATIVE SECURITIES OF THE COMPANY), ANY OF THE TARGET COMPANIES OR ANY OF THE DIRECTORS, OFFICERS, EMPLOYEES, BUSINESSES, ASSETS OR PROPERTIES OF THE FOREGOING, OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE QUALITYMERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT PURPOSE, FUTURE RESULTS, PROPOSED BUSINESSES OR FUTURE PLANS. WITHOUT LIMITING THE FOREGOING AND NOTWITHSTANDING ANYTHING TO THIS AGREEMENT. NOTHING HEREIN THE CONTRARY: (A) NONE OF THE COMPANY, ANY SELLER OR ANY OF THEIR RESPECTIVE SUBSIDIARIES OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES SHALL BE DEEMED TO AFFECT MAKE TO PURCHASER OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON ANY REPRESENTATION OR WARRANTY OTHER THAN AS EXPRESSLY MADE BY THE COMPANY, THE SELLER OR THE SHAREHOLDERS’ REPRESENTATIVE TO PURCHASER IN ARTICLE III AND ARTICLE IV, AS APPLICABLE; AND (B) NONE OF THE COMPANY, ANY SELLER PURSUANT NOR ANY OF THEIR RESPECTIVE SUBSIDIARIES, NOR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, HAS MADE, IS MAKING, OR SHALL BE DEEMED TO ANY TRANSACTION DOCUMENT MAKE TO PURCHASER OR ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER AGREEMENT PERSON ANY REPRESENTATION OR INSTRUMENT DELIVERED PURSUANT WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO: (1) THE DUE DILIGENCE INFORMATION DISTRIBUTED OR MADE AVAILABLE TO PURCHASER OR ITS REPRESENTATIVES BY OR ON BEHALF OF THE COMPANY OR ANY SELLER IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS; (2) ANY MANAGEMENT PRESENTATION, CONFIDENTIAL INFORMATION MEMORANDUM OR SIMILAR DOCUMENT; OR (3) ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET OR SIMILAR ITEM RELATING TO THE COMPANY, ANY SELLER OR ANY OF THEIR RESPECTIVE SUBSIDIARIES AND/OR THE BUSINESS, ASSETS, LIABILITIES, PROPERTIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROJECTED OPERATIONS OF THE FOREGOING. PURCHASER HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY PROMISE, REPRESENTATION OR WARRANTY THAT IS NOT EXPRESSLY SET FORTH IN ARTICLE III OR ARTICLE IV OF THIS AGREEMENT.

No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES Except for the representations and warranties contained in this ARTICLE II and ARTICLE III (including AS MODIFIED BY THE SELLERS CONTAINED HEREIN AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS the related portions of The company Disclosure Schedule) OR THE ACQUIRED ASSETS OR OTHER TRANSACTION DOCUMENTS, the securityholders AND THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE COMPANY HEREBY SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS EXPRESSLY DISCLAIM AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY WITH RESPECT TO (A) THE ASSETS OR LIABILITIES OF the COMPANY OR ANY OTHER MATTER RELATING TO THE CONTEMPLATED TRANSACTIONS; (B) ANY FINANCIAL PROJECTION OR FORECAST RELATING TO THE BUSINESS of the company or its successors; (C) MERCHANTABILITY OR RELATING TO TITLE; (D) NON-INFRINGEMENT, POSSESSION, OR QUIET ENJOYMENT OR THE LIKE; (E) FITNESS FOR ANY PARTICULAR PURPOSE; (F) THE VIABILITY OR LIKELIHOOD OF SUCCESS OF THE BUSINESS of the company or its SUCCESSORS; OR (G) ANY OTHER INFORMATION MADE AVAILABLE TO pARENT, MERGER SUB AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS, BY ANY SELLER OVERSIGHT OR OTHERWISE (ORALLY OR IN WRITING), WHETHER PURSUANT TO ANY TRANSACTION DOCUMENT PRESENTATION MADE BY OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED ON BEHALF OF the securityholders AND THE COMPANY (INCLUDING THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES), PURSUANT TO ANY ELECTRONIC OR IN CONNECTION WITH THIS AGREEMENTPHYSICAL DELIVERY OF DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY OPINION, PROJECTION, STATEMENT, OR ADVICE), TO PARENT, Merger sub, and their respective AFFILIATES AND REPRESENTATIVES.

No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV (AS MODIFIED BY THE DISCLOSURE SCHEDULES), NEITHER SELLERS CONTAINED HEREIN AND NOR ANY OTHER PERSON HAS MADE OR MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER WRITTEN OR ORAL, AT LAW OR IN EQUITY, IN RESPECT OF EACH SELLER OR ANY OF ITS BUSINESSES, ASSETS, PROPERTIES OR LIABILITIES (INCLUDING THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. OTHER THAN THE REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONTAINED HEREIN, IN THE TRANSACTION DOCUMENTS AND IN ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETOBUSINESS, THE SELLERS DO NOT MAKE OR PROVIDE, PURCHASED ASSETS AND THE BUYER HEREBY WAIVESASSUMED LIABILITIES), THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY OTHER TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT RIGHTS OR INSTRUMENT DELIVERED OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR THEREUNDER OR PURSUANT HERETO OR THERETO, EACH SELLER’S OR ANY OF ITS BUSINESSES’, ASSETS’, PROPERTIES’ OR LIABILITIES’, INCLUDING THE BUSINESS, THE PURCHASED ASSETS’ AND THE ASSUMED LIABILITIES’, CONDITION (FINANCIAL OR OTHERWISE), FUTURE OPERATIONS OR FINANCIAL RESULTS, ESTIMATES, PROJECTIONS, FORECASTS, PROBABILITY OF SUCCESS, PROFITABILITY, PLANS OR PROSPECTS (INCLUDING WITH RESPECT TO MERCHANTABILITY OR IN CONNECTION WITH THIS AGREEMENTFITNESS FOR ANY PARTICULAR PURPOSE OR THE REASONABLENESS OF THE ASSUMPTIONS UNDERLYING SUCH ESTIMATES, PROJECTIONS, FORECASTS, PROBABILITY OF SUCCESS, PROFITABILITY, PLANS OR PROSPECTS) OR THE ACCURACY, COMPLETENESS, ABSENCE OR OMISSION OF ANY INFORMATION REGARDING EACH SELLER, THE BUSINESS, THE PURCHASED ASSETS OR THE ASSUMED LIABILITIES (INCLUDING THE HISTORICAL OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROJECTED OPERATIONS THEREOF) PROVIDED OR MADE AVAILABLE TO BUYER OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

No Other Representations and Warranties. NO OTHER REPRESENTATIONS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLERS CONTAINED HEREIN COMPANY IN THIS ARTICLE III (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE), NEITHER THE COMPANY, ANY SUBSIDIARIES OF THE COMPANY, ANY AFFILIATE OF THE COMPANY NOR ANY OTHER PERSON MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY, ANY SUBSIDIARIES OF THE COMPANY, THE COMPANY COMMON STOCK, THE BUSINESS OF THE COMPANY AND IN ITS SUBSIDAIRIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OF THE CERTIFICATES DELIVERED PURSUANT HERETO CONSTITUTE OTHER TRANSACTION DOCUMENTS, AND THE SOLE AND EXCLUSIVE COMPANY HEREBY EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS AND WARRANTIES OR WARRANTIES, WHETHER IMPLIED OR MADE BY THE COMPANY, ANY SUBSIDIARIES OF THE SELLERS TO BUYER IN CONNECTION WITH THIS AGREEMENTCOMPANY, AND BUYER UNDERSTANDSOR ANY OF THEIR RESPECTIVE OFFICERS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND MANAGERS, DIRECTORS, STOCKHOLDERS, MEMBERS, PARTNERS, EMPLOYEES, AGENTS, CONSULTANTS OR NATURE EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE OR HISTORICAL OPERATIONS OF THE BUSINESS OR THE ACQUIRED ASSETS OR THE QUALITY, QUANTITY OR CONDITION OF THE ACQUIRED ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERSREPRESENTATIVES. OTHER THAN EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLERS CONTAINED HEREINCOMPANY IN THIS ARTICLE III (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE), IN THE TRANSACTION DOCUMENTS AND IN ANY COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES TO TSLC REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE CERTIFICATES DELIVERED PURSUANT HERETO, BUSINESS OF THE SELLERS DO NOT MAKE OR PROVIDE, COMPANY AND THE BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT. NOTHING HEREIN SHALL BE DEEMED TO AFFECT ANY REPRESENTATION OR WARRANTY MADE BY ANY SELLER PURSUANT TO ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENTITS SUBSIDIARIES.