Common use of No Other Representations or Warranties; No Reliance Clause in Contracts

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article ‎IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article ‎III, neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Seller, and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates or any of their respective representatives or any other Person, and that any such representations or warranties are expressly disclaimed.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article ‎IV‎‎Article IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article ‎IIIArticle III, neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Seller, and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates or any of their respective representatives or any other Person, and that any such representations or warranties are expressly disclaimed.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article ‎IVArticle III or in the Ancillary Agreements, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made or shall be deemed to have made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller Sellers or any of its representatives Representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each In connection with the due diligence investigation of Parent the Acquired Companies by Purchaser, Purchaser has received and may continue to receive from the Acquired Companies certain projections, forecasts, estimates or budgets made available to Purchaser or any of their Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Sellers or their Affiliates. Purchaser acknowledges and agrees thatthat (a) there are uncertainties inherent in attempting to make such projections and other forecasts and plans, (b) Purchaser is familiar with such uncertainties, (c) Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished it to it, and (d) except for the representations and warranties contained in ‎Article ‎IIIArticle II or in the Ancillary Agreements, neither Seller Sellers nor any other Person on behalf of Seller Sellers has made or makes, and Parent and Purchaser have has not relied upon, any representation or warranty, whether express or implied, with respect to Sellerthe Acquired Companies, its Sellers or their Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives its Representatives by or on behalf of SellerSellers, and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor any other Person on behalf of Seller has made rights or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates or any of their respective representatives or any other Person, and that any such representations or warranties claims relating thereto are expressly disclaimed.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article ‎IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser Merger Sub acknowledges and agrees that, except for the representations and warranties contained in ‎Article ‎IIIArticle 3 and in any other document, neither Seller nor agreement or instrument delivered by the Company pursuant to this Agreement, none of the Company or any other Person acting on behalf of Seller the Company has made or makes, and neither Parent and Purchaser have not nor Merger Sub has relied uponon, any representation or warranty, whether express or implied, with respect to Sellerthe Company, its Affiliates Subsidiaries or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Purchaser Merger Sub or any of their respective representatives by or on behalf of Seller, and that any such representations or warranties are expressly disclaimedthe Company. Each of Parent and Purchaser Merger Sub acknowledges and agrees that that, except for the representations and warranties contained in Article 3 and in any other document, agreement or instrument delivered by the Company pursuant to this Agreement, neither Seller the Company nor any other Person acting on behalf of Seller the Company has made or makes, and neither Parent and Purchaser have not nor Merger Sub has relied uponon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser Merger Sub or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller the Company or its Affiliates (including the reasonableness of the assumptions underlying any of its Subsidiaries. Each of Parent and Merger Sub acknowledges and agrees that, except for the foregoing), whether or not included representations and warranties contained in any management presentation or Article 3 and in any other information made available document, agreement or instrument delivered by the Company pursuant to Parentthis Agreement, Purchaser, their Affiliates or any of their respective representatives or neither the Company nor any other PersonPerson acting on behalf of the Company has made or makes, and that neither Parent nor Merger Sub has relied on, any such representations representation or warranties are expressly disclaimedwarranty, whether express or implied, with respect to the Company.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article ‎IV‎‎Article III, none of Parent, Purchaser or neither Seller nor any other Person on behalf of Parent or Purchaser Seller has made, and Parent and Purchaser each Seller hereby expressly disclaims and negates negates, any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article ‎III, neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates the Company, the Business or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Seller, and any such representations or warranties are expressly disclaimed. Seller acknowledges and agrees that, except for the representations and warranties contained in ‎Article IV, neither Parent, Purchaser nor any other Person on behalf of Parent or Purchaser has made or makes, and Seller has not relied upon, any representation or warranty, whether express or implied, with respect to Parent, Purchaser, their Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or otherwise furnished to Seller or any of its representatives by or on behalf of Parent or Purchaser, and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser Seller acknowledges and agrees that neither Seller Parent nor Purchaser nor any other Person on behalf of Seller Parent or Purchaser, has made or makes, and Parent and Purchaser have Seller has not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser Seller or any of their its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller Parent, Purchaser or its their respective Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to ParentSeller, Purchaser, their its Affiliates or any of their respective representatives or any other Person, and that any such representations or warranties are expressly disclaimed.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article ‎IV‎III, none of Parent, Purchaser or neither Seller nor any other Person on behalf of Parent or Purchaser Seller has made, and Parent and Purchaser each Seller hereby expressly disclaims and negates negates, any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article ‎III, neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates Company or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Seller, and any such representations or warranties are expressly disclaimed. Seller acknowledges and agrees that, except for the representations and warranties contained in Article ‎IV, neither Parent, Purchaser nor any other Person on behalf of Parent or Purchaser has made or makes, and Seller has not relied upon, any representation or warranty, whether express or implied, with respect to Parent, Purchaser, their Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or otherwise furnished to Seller or any of its representatives by or on behalf of Parent or Purchaser, and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser Seller acknowledges and agrees that neither Seller Parent, Purchaser nor any other Person on behalf of Seller Parent or Purchaser has made or makes, and Parent and Purchaser have Seller has not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser Seller or any of their its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller Parent, Purchaser or its their respective Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to ParentSeller, Purchaser, their its Affiliates or any of their respective representatives or any other Person, and that any such representations or warranties are expressly disclaimed.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article ‎IVIII, none of Parent, Purchaser or neither Seller nor any other Person on behalf of Parent or Purchaser Seller has made, and Parent and Purchaser each Seller hereby expressly disclaims and negates negates, any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article ‎III, neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates the Companies, the Business or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Seller, and any such representations or warranties are expressly disclaimed. Seller acknowledges and agrees that, except for the representations and warranties contained in Article IV, neither Parent, Purchaser nor any other Person on behalf of Parent or Purchaser has made or makes, and Seller has not relied upon, any representation or warranty, whether express or implied, with respect to Parent, Purchaser, their Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or otherwise furnished to Seller or any of its representatives by or on behalf of Parent or Purchaser, and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser Seller acknowledges and agrees that neither Seller Parent, Purchaser nor any other Person on behalf of Seller Parent or Purchaser has made or makes, and Parent and Purchaser have Seller has not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser Seller or any of their its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller Parent, Purchaser or its their respective Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to ParentSeller, Purchaser, their its Affiliates or any of their respective representatives or any other Person, and that any such representations or warranties are expressly disclaimed.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article ‎IVIV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article ‎IIIIII, neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Seller, and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates or any of their respective representatives or any other Person, and that any such representations or warranties are expressly disclaimed.. ARTICLE V ADDITIONAL AGREEMENTS 5.1

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article ‎IVIII, none of Parent, Purchaser or neither Seller nor any other Person on behalf of Parent or Purchaser Seller has made, and Parent and Purchaser each Seller hereby expressly disclaims and negates negates, any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article ‎III, neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates the Companies, the Business or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Seller, and any such representations or warranties are expressly disclaimed. Seller acknowledges and agrees that, except for the representations and warranties contained in Article IV, neither Parent, Purchaser nor any other Person on behalf of Parent or Purchaser has made or makes, and Seller has not relied upon, any representation or warranty, whether express or implied, with respect to Parent, Purchaser, their Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or otherwise furnished to Seller or any of its representatives by or on behalf of Parent or Purchaser, and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser Seller acknowledges and agrees that neither Seller Parent, Purchaser nor any other Person - 33 - on behalf of Seller Parent or Purchaser has made or makes, and Parent and Purchaser have Seller has not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser Seller or any of their its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller Parent, Purchaser or its their respective Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to ParentSeller, Purchaser, their its Affiliates or any of their respective representatives or any other Person, and that any such representations or warranties are expressly disclaimed.. ARTICLE IV

No Other Representations or Warranties; No Reliance. Except for Purchaser, on its own behalf and on behalf of its Affiliates, acknowledges and agrees that it has relied exclusively on the representations and warranties expressly set forth of Seller contained in this ‎Article ‎IV, none of Parent, Purchaser Article III or any other Person on behalf of Parent or Purchaser has made, Article IV and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties of Seller contained in ‎Article ‎IIIArticle III or Article IV, neither none of Seller nor or any Affiliate thereof, or any other Person or entity on behalf of Seller or any Affiliate thereof, has made or makes, and Parent Purchaser and Purchaser its Affiliates have not relied relied, and will not rely, upon, any representation or warranty, whether express or implied, with respect to the Business, Seller, its Affiliates the Transferred Entities, or any matter relating to any of them, including their respective Affiliates, businesses, affairs, assets, liabilitiesLiabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information (or any omissions therefrom) provided or made available to Parent, Purchaser or its Affiliates any of their representatives respective Representatives by or on behalf of Seller, and that Seller or any such representations Affiliate or warranties are expressly disclaimedRepresentative thereof. Each of Parent and Purchaser acknowledges and agrees that neither none of Seller nor or any Affiliate thereof, or any other Person on behalf of Seller or any Affiliate thereof, has made or makes, and Parent Purchaser has not relied, and Purchaser have will not relied rely, upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to ParentPurchaser, Purchaser its Affiliates or any of their representatives respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of Seller, the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates Transferred Entities or any of their respective representatives Affiliates thereof or any other Person, and that any such representations or warranties are expressly disclaimedthe Business.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article ‎IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser The Company acknowledges and agrees that, except for the representations and warranties contained in ‎Article ‎IIIArticle 4 and in the Equity Commitment Letters and the Guarantee, neither Seller nor none of Parent, Merger Sub or any other Person acting on behalf of Seller Parent or Merger Sub has made or makes, and Parent and Purchaser have the Company has not relied uponon, any representation or warranty, whether express or implied, with respect to SellerParent, its Affiliates Merger Sub, their respective Subsidiaries or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Purchaser the Company or any of their its representatives by or on behalf of Seller, and that any such representations Parent or warranties are expressly disclaimedMerger Sub. Each of Parent and Purchaser The Company acknowledges and agrees that neither Seller nor that, except for the representations and warranties contained in Article 4 and in the Equity Commitment Letters and the Guarantee, none of Parent, Merger Sub or any other Person acting on behalf of Seller Parent or Merger Sub has made or makes, and Parent and Purchaser have the Company has not relied uponon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser the Company or any of their its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, PurchaserMerger Sub, their Affiliates or any of their respective representatives Subsidiaries. The Company acknowledges and agrees that, except for the representations and warranties contained in Article 4 and in the Equity Commitment Letters and the Guarantee, none of Parent, Merger Sub nor any Person acting on behalf of Parent or any other PersonMerger Sub has made or makes, and that the Company has not relied on, any such representations representation or warranties are expressly disclaimedwarranty, whether express or implied, with respect to Parent or Merger Sub.

No Other Representations or Warranties; No Reliance. Except for Purchaser acknowledges and agrees that the only representations and warranties expressly set forth in this ‎Article ‎IVmade by Parent or any of its Affiliates, none of Parent, Purchaser or any other Person or entity on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or PurchaserAffiliates are the ones expressly set forth in Article III, and any such representations or warranties are expressly disclaimed. Each of Parent Purchaser and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article ‎III, neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to Sellerthe Business, its Affiliates Parent, the Transferred Entities or any matter relating to any of themAffiliate thereof, including or their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Purchaser or any of their representatives its Representatives by or on behalf of Seller, and that Parent or any such representations or warranties are expressly disclaimedRepresentative thereof. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor none of Parent or any Affiliate thereof, or any other Person or entity on behalf of Seller Parent or any Affiliate thereof, has made or makes, and Parent and Purchaser have has not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their representatives its Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller any of Parent, the Transferred Entities or any Affiliates thereof or the Business or with respect to any future Environmental Laws. Purchaser acknowledges and agrees that none of Parent or any Affiliate thereof, or any other Person or entity on behalf of Parent or any Affiliate thereof, has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to the Carrier Assets or the Carrier Liabilities. Purchaser acknowledges and agrees that neither Purchaser nor any of its Affiliates shall have any claim or cause of action under any theory of law (including the reasonableness of the assumptions underlying whether based in tort, contract or otherwise) against Parent or any of the foregoing), whether or not included in its Affiliates relating to any management presentation or in any other information made available representations and warranties as to Parent, Purchaser, their Affiliates or any of their respective representatives its Affiliates, the Business or any the transactions contemplated by this Agreement other Person, than in the case of Fraud and that any such only with respect to the representations or and warranties are expressly disclaimedset forth in Article III.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article ‎IVArticle III, none of Parent, Purchaser or neither Seller nor any other Person on behalf of Parent or Purchaser Seller has made, and Parent and Purchaser each Seller hereby expressly disclaims and negates negates, any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to ParentSeller, Purchaserthe Company, their respective Affiliates the Business or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided made available to Seller Purchaser or any of its representatives Representatives by or on behalf of Parent or PurchaserSeller, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser Seller acknowledges and agrees that, except for the representations and warranties contained in ‎Article ‎IIIArticle IV, neither Seller Purchaser nor any other Person on behalf of Seller Purchaser has made or makes, and Parent and Purchaser have Seller has not relied upon, any representation or warranty, whether express or implied, with respect to SellerPurchaser, its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available provided or otherwise furnished to Parent, Purchaser Seller or any of their representatives its Representatives by or on behalf of SellerPurchaser, and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser Seller acknowledges and agrees that neither Seller Purchaser nor any other Person on behalf of Seller Purchaser, has made or makes, and Parent and Purchaser have Seller has not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available provided or otherwise furnished to Parent, Purchaser Seller or any of their representatives its Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller Purchaser or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available provided or otherwise furnished to ParentSeller, Purchaser, their its Affiliates or any of their respective representatives its Representatives or any other Person, and that any such representations or warranties are expressly disclaimed.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article ‎IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, that except for the representations and warranties of the Sellers and their Affiliates contained in ‎Article ‎IIIArticle III and the certificate delivered pursuant to Section 8.3(c), neither Seller nor none of the Sellers or any Affiliate thereof, or any other Person or entity on behalf of Seller the Sellers or any Affiliate thereof, has made or makes, and Parent Purchaser and Purchaser its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to Sellerthe Business, its Affiliates the Sellers, the Transferred Entities or any matter relating to any of themAffiliate thereof, including or their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Purchaser or any of their its representatives by or on behalf of Sellerthe Sellers. Except for the representations and warranties of the Sellers and their Affiliates contained in Article III and the certificate delivered pursuant to Section 8.3(c), and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor none of the Sellers or any other Person or entity on behalf of Seller the Sellers, has made or makes, and Parent and Purchaser have has not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoingSellers, the Transferred Entities or the Business. Except for the representations and warranties of the Sellers and their Affiliates contained in Article III and the certificate delivered pursuant to Section 8.3(c), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates Purchaser acknowledges and agrees that none of the Sellers or any of their respective representatives Affiliate thereof, or any other PersonPerson or entity on behalf of the Sellers or any Affiliate thereof, has made or makes, and that Purchaser has not relied upon, any such representations representation or warranties are expressly disclaimedwarranty, whether express or implied, with respect to the Retained Business.

No Other Representations or Warranties; No Reliance. Except Purchaser (on behalf of itself and its Affiliates and Representatives) acknowledges and agrees that except for the representations and warranties expressly set forth of Seller contained in this ‎Article ‎IVArticle III, none of ParentSeller, Purchaser any of its Affiliates or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article ‎III, neither Seller nor any other Person on behalf of Seller Affiliate has made or makes, and Parent Purchaser and Purchaser its Affiliates and Representatives have not relied upon, any representation or warranty, whether express or implied, with respect to the Business, Seller, its Affiliates the Transferred Entities or any matter relating to any of themtheir Affiliates, including or their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Purchaser or any of their representatives its Affiliates or Representatives by or on behalf of Seller, Seller or any of its Affiliates. Purchaser (on behalf of itself and that any such representations or warranties are expressly disclaimed. Each of Parent its Affiliates and Purchaser Representatives) further acknowledges and agrees that neither Seller nor none of Seller, any of its Affiliates or any other Person on behalf of Seller or any such Affiliate has made or makes, and Parent Purchaser and Purchaser its Affiliates and Representatives have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their representatives its Affiliates or Representatives of future revenues, future expenses, generating capacity, results of operations (or any component thereof)operations, future cash flows or future flows, financial condition (or any component thereofof any of the foregoing) of Seller or any of its Affiliates or the Business. Purchaser (including the reasonableness on behalf of the assumptions underlying itself and its Affiliates and Representatives) further acknowledges and agrees that none of Seller, any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their its Affiliates or any other Person on behalf of their respective representatives Seller or any other Personsuch Affiliate has made or makes, and that Purchaser and its Affiliates and Representatives have not relied upon, any such representations representation or warranties are expressly disclaimedwarranty, whether express or implied, with respect to the Excluded Assets or the Excluded Liabilities.

No Other Representations or Warranties; No Reliance. (a) Except for the representations and warranties expressly set forth made by Seller Parent or any of its Subsidiaries in Article II, in any other Transaction Document or in any certificate delivered pursuant to this ‎Article ‎IVAgreement or any other Transaction Document, none of Seller Parent, Purchaser the Sellers, the Business Companies or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates makes any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Seller Parent, Purchaserthe Sellers, the Business Companies or their respective Affiliates or any matter relating to any of thembusinesses (including the Business), including their respective businessesoperations, affairsproperties, assets, liabilities, condition (financial condition or results of operationsotherwise) or prospects, or with respect any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding Seller Parent, the Sellers, the Business Companies or the Business, notwithstanding the delivery or disclosure to the accuracy or completeness of any other information provided to Seller Buyer or any of its representatives by Representatives of any documentation, forecasts or on behalf other information with respect to any one or more of Parent the foregoing. Without limiting the generality of the foregoing, none of Seller Parent, the Sellers, the Business Companies or Purchaserany other Person makes or has made any express or implied representation or warranty to Buyer or any of its Representatives with respect to (i) any financial projection, and any such representations forecast, estimate, budget or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees thatprospective information relating to Seller Parent, the Sellers or the Business Companies or their respective businesses (including the Business), operations, properties, assets, liabilities, condition (financial or otherwise) or prospects or (ii) except for the representations and warranties contained made by Seller Parent or any of its Subsidiaries in ‎Article ‎IIIArticle II, neither in any other Transaction Document or in any certificate delivered pursuant to this Agreement or any other Transaction Document, any oral or written information presented to Buyer or any of its Representatives in the course of their due diligence investigation of the Business Companies and the Business, the negotiation of this Agreement and the other Transaction Documents or the course of the Transactions. None of Seller nor Parent, the Sellers, the Business Companies or any other Person on behalf will have or be subject to any liability or other obligation to Buyer or any of its Representatives or any other Person resulting from the consummation of the Transactions or the use by Buyer or any of its Representatives of any such information, including information, documents, projections, forecasts or other material provided to Buyer or any of its Representatives in any “data rooms”, teaser, confidential information memorandum or management presentations in connection with the Transactions, unless any such information is expressly and specifically included in a representation or warranty made by Seller Parent or any of its Subsidiaries in Article II, in any other Transaction Document or in any certificate delivered pursuant to this Agreement or any other Transaction Document and then only as expressly provided in this Agreement, such other Transaction Document or such certificate. Each of Seller has made or makesParent, the Sellers and Parent the Business Companies disclaims any and Purchaser have not relied upon, any representation or warrantyall other representations and warranties, whether express or implied, with respect to Seller, its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or and Buyer expressly disclaims reliance on behalf of Seller, and that any such other representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates or any of their respective representatives or any other Person, and that any such representations or warranties are expressly disclaimedwarranties.

No Other Representations or Warranties; No Reliance. (a) Except for the representations and warranties expressly set forth made by Buyer or any of its Affiliates in Article III, in any other Transaction Document or in any certificate delivered pursuant to this ‎Article ‎IV, none of Parent, Purchaser Agreement or any other Person on behalf of Parent or Purchaser has madeTransaction Document, and Parent and Purchaser each hereby expressly disclaims and negates neither Buyer nor any other Person makes any express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates Buyer or any matter relating to any of them, including their respective its businesses, affairsoperations, properties, assets, liabilities, condition (financial condition or results of operationsotherwise) or prospects, or with respect to any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding Buyer, notwithstanding the accuracy delivery or completeness of any other information provided disclosure to Seller Parent or any of its representatives by Representatives of any documentation, forecasts or on behalf other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, neither Buyer nor any other Person makes or has made any express or implied representation or warranty to Seller Parent or Purchaserany of its Representatives with respect to (i) any financial projection, and any such representations forecast, estimate, budget or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees thatprospective information relating to Buyer or its businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects or (ii) except for the representations and warranties contained made by Buyer or any of its Affiliates in ‎Article ‎IIIArticle III, neither in any other Transaction Document or in any certificate delivered pursuant to this Agreement or any other Transaction Document, any oral or written information presented to Seller Parent or any of its Representatives in the course of their due diligence investigation of Buyer, the negotiation of this Agreement and the other Transaction Documents or the course of the Transactions. Neither Buyer nor any other Person on behalf of will have or be subject to any liability or other obligation to Seller has made or makes, and Parent and Purchaser have not relied uponParent, any of its Representatives or any other Person resulting from the consummation of the Transactions or the use by Seller Parent or its Representatives of any such information, including information, documents, projections, forecasts or other material provided to Seller Parent or any of its Representatives in any “data rooms”, teaser, confidential information memorandum or management presentations in connection with the Transactions, unless any such information is expressly and specifically included in a representation or warrantywarranty made by Buyer or any of its Affiliates in Article III, in any other Transaction Document or in any certificate delivered pursuant to this Agreement or any other Transaction Document and then only as expressly provided in this Agreement, such other Transaction Document or such certificate. Buyer disclaims any and all other representations and warranties, whether express or implied, with respect to Seller, its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or and Seller Parent expressly disclaims reliance on behalf of Seller, and that any such other representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates or any of their respective representatives or any other Person, and that any such representations or warranties are expressly disclaimedwarranties.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article ‎IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article ‎III, neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Seller, and that any such representations or warranties are - 40 - expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates or any of their respective representatives or any other Person, and that any such representations or warranties are expressly disclaimed.. ARTICLE V ADDITIONAL AGREEMENTS 5.1

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article ‎IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained of Parent expressly set forth in ‎Article ‎IIIArticle III and the Ancillary Agreements, neither Seller nor none of Parent or any Affiliate thereof, or any other Person on behalf of Seller Parent or any Affiliate thereof, has made or makes, and Parent Purchaser and Purchaser its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to Sellerthe Business, its Affiliates Parent, the Sellers, the Transferred Entities or any matter relating to any of themAffiliate thereof, including or their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Purchaser or its Affiliates any of their respective representatives by or on behalf of Seller, and that Parent or any such representations Affiliate or warranties are expressly disclaimedrepresentative thereof. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor none of Parent or any Affiliate thereof, or any other Person or entity on behalf of Seller Parent or any Affiliate thereof, has made or makes, and Parent Purchaser and Purchaser its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates the Transferred Entities or any Affiliates thereof or the Business. Purchaser acknowledges and agrees that none of their respective representatives Parent or any Affiliate thereof, or any other PersonPerson or entity on behalf of Parent or any Affiliate thereof, has made or makes, and that Purchaser has not relied upon, any such representations representation or warranties are expressly disclaimedwarranty, whether express or implied, with respect to the Retained Business.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article ‎IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties of Parent contained in ‎Article ‎IIIArticle III and in any certificate delivered pursuant to Section 8.2(c), neither Seller nor none of Parent or any Affiliate thereof, or any other Person or entity on behalf of Seller Parent or any Affiliate thereof, has made or makes, and Parent Purchaser and Purchaser Purchaser’s Affiliates, as applicable, have not relied upon, any representation or warranty, whether express or implied, with respect to the Business, Parent, Seller, its Affiliates the Company or any matter relating to any of themAffiliate thereof, including or their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Purchaser or its applicable Affiliates or any of their respective representatives by or on behalf of Seller, and that Parent or any such representations Affiliate or warranties are expressly disclaimedrepresentative thereof. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor none of Parent or any Affiliate thereof, or any other Person or entity on behalf of Seller Parent or any Affiliate thereof, has made or makes, and Parent Purchaser and Purchaser Purchaser’s applicable Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller any of Parent, the Company or its any Affiliates thereof or their respective businesses (including the reasonableness Business). Purchaser acknowledges and agrees that none of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates Parent or any of their respective representatives Affiliate thereof, or any other PersonPerson or entity on behalf of Parent or any Affiliate thereof, has made or makes, and that Purchaser has not relied upon, any such representations representation or warranties are expressly disclaimedwarranty, whether express or implied, with respect to the Retained Business.

No Other Representations or Warranties; No Reliance. Except Purchaser (on behalf of itself, the Equity Investors and their respective Affiliates and Representatives) acknowledges and agrees that except for the representations and warranties expressly set forth of Seller contained in this ‎Article ‎IVArticle III (and the certificate delivered pursuant to Section 8.2(c)), none of ParentSeller, Purchaser any of its Affiliates or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article ‎III, neither Seller nor any other Person on behalf of Seller Affiliate has made or makes, and Parent Purchaser, the Equity Investors and Purchaser their respective Affiliates and Representatives have not relied upon, any representation or warranty, whether express or implied, with respect to the Business, Seller, its Affiliates the Transferred Entities or any matter relating to any of themtheir Affiliates, including or their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to ParentPurchaser, Purchaser the Equity Investors or any of their representatives respective Affiliates or Representatives by or on behalf of SellerSeller or any of its Affiliates. Purchaser (on behalf of itself, the Equity Investors and that any such representations or warranties are expressly disclaimed. Each of Parent their respective Affiliates and Purchaser Representatives) further acknowledges and agrees that neither Seller nor none of Seller, any of its Affiliates or any other Person on behalf of Seller or any such Affiliate has made or makes, and Parent Purchaser, the Equity Investors and Purchaser their respective Affiliates and Representatives have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, forecasts or estimates or budgets made available to ParentPurchaser, Purchaser the Equity Investors or any of their representatives respective Affiliates or Representatives of future revenues, future expenses, generating capacity, results of operations (or any component thereof)operations, future cash flows or future flows, financial condition (or any component thereofof any of the foregoing) of Seller or any of its Affiliates or the Business. Purchaser (including on behalf of itself, the reasonableness Equity Investors and their respective Affiliates and Representatives) further acknowledges and agrees that none of the assumptions underlying Seller, any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their its Affiliates or any other Person on behalf of Seller or any such Affiliate has made or makes, and Purchaser, the Equity Investors and their respective representatives Affiliates and Representatives have not relied upon, any representation or any other Personwarranty, and that any such representations whether express or warranties are expressly disclaimed.implied, with respect to the Excluded Assets or the Excluded Liabilities. Article V

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article ‎IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser Merger Sub acknowledges and agrees that, except for the representations and warranties contained in ‎Article ‎IIIArticle 3 and in any other document, neither Seller nor agreement or instrument delivered by the Company pursuant to this Agreement, none of the Company or any other Person acting on behalf of Seller the Company has made or makes, and neither Parent and Purchaser have not nor Merger Sub has relied uponon, any representation or warranty, whether express or implied, with respect to Sellerthe Company, its Affiliates Subsidiaries or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Purchaser Merger Sub or any of their respective representatives by or on behalf of Seller, and that any such representations or warranties are expressly disclaimedthe Company. Each of Parent and Purchaser Merger Sub acknowledges and agrees that that, except for the representations and warranties contained in Article 3 and in any other document, agreement or instrument delivered by the Company pursuant to this Agreement, neither Seller the Company nor any other Person acting on behalf of Seller the Company has made or makes, and neither Parent and Purchaser have not nor Merxxx Xxb has relied uponon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser Merger Sub or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller the Company or its Affiliates (including the reasonableness of the assumptions underlying any of its Subsidiaries. Each of Parent and Merger Sub acknowledges and agrees that, except for the foregoing), whether or not included representations and warranties contained in any management presentation or Article 3 and in any other information made available document, agreement or instrument delivered by the Company pursuant to Parentthis Agreement, Purchaser, their Affiliates or any of their respective representatives or neither the Company nor any other PersonPerson acting on behalf of the Company has made or makes, and that neither Parent nor Merxxx Xxb has relied on, any such representations representation or warranties are expressly disclaimedwarranty, whether express or implied, with respect to the Company.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article ‎IVArticle IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or otherwise furnished to Seller or any of its representatives Representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article ‎IIIArticle III, neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have has not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives its Representatives by or on behalf of Seller, and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have has not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their representatives its Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation presentation, information made available in any electronic data room and maintained by or on behalf of Seller, or in any other information made available to Parent, Purchaser, their its Affiliates or any of their respective representatives its Representatives or any other Person, and that any such representations or warranties are expressly disclaimed.

No Other Representations or Warranties; No Reliance. Except for Purchaser acknowledges and agrees that the only representations and warranties expressly set forth in this ‎Article ‎IVmade by Parent or any of its Affiliates, none of Parent, Purchaser or any other Person or entity on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by Affiliates, are the ones expressly set forth in Article III or on behalf of Parent or Purchaserthe Ancillary Agreements, and any such representations or warranties are expressly disclaimed. Each of Parent Purchaser and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article ‎III, neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to Sellerthe Business, its Affiliates Parent, the Transferred Entities or any matter relating to any of themAffiliate thereof, including or their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Purchaser or any of their representatives its Representatives by or on behalf of Seller, and that Parent or any such representations or warranties are expressly disclaimedRepresentative thereof. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor that, except as expressly set forth in Article III or the Ancillary Agreements, none of Parent or any Affiliate thereof, or any other Person or entity on behalf of Seller Parent or any Affiliate thereof, has made or makes, and Parent and Purchaser have has not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their representatives its Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates the Transferred Entities or any Affiliates thereof or the Business or with respect to any future Environmental Laws. Purchaser acknowledges and agrees that none of their respective representatives Parent or any Affiliate thereof, or any other PersonPerson or entity on behalf of Parent or any Affiliate thereof, has made or makes, and that Purchaser has not relied upon, any such representations representation or warranties are expressly disclaimedwarranty, whether express or implied, with respect to the Carrier Assets or the Carrier Liabilities.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article ‎IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article ‎IIIArticle III and Article IV, neither Seller nor none of Parent, any other Seller, any other member of the Parent Group, any Affiliate thereof, or any other Person on behalf of Seller any of the foregoing, has made or makes, and Parent Purchaser and Purchaser its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to Sellerthe Business, its Affiliates the Sellers, the Transferred Entities, the Transferred Assets, or any matter relating to any of themAffiliate thereof, including or their respective businesses, affairs, assets, liabilitiesLiabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Purchaser or its Affiliates any of their representatives respective Representatives by or on behalf of any Seller, and that any such representations other member of the Parent Group or warranties are expressly disclaimedany Affiliate or any Representative thereof. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor none of Parent, any other Seller, any other member of the Parent Group, any Affiliate thereof, or any other Person on behalf of Seller any of the foregoing, has made or makes, and Parent and Purchaser have has not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their representatives its Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing)Sellers, whether the Transferred Entities, the Transferred Assets, any Affiliates thereof or the Business. None of the foregoing shall not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates or any of their respective representatives or any other Person, and that any such representations or warranties are expressly disclaimedlimit claims based on Fraud.

No Other Representations or Warranties; No Reliance. Except for Purchaser acknowledges and agrees that they have relied exclusively on the representations and warranties expressly set forth of Seller contained in this ‎Article ‎IVArticle III or Article IV, none of Parent, Purchaser the Ancillary Agreements or any other Person on behalf of Parent or Purchaser has made, certificates delivered hereunder and Parent thereunder and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties of Seller contained in ‎Article ‎IIIArticle III or Article IV the Ancillary Agreements and any certificates delivered hereunder and thereunder, neither none of Seller nor or any Affiliate thereof, or any other Person or entity on behalf of Seller or any Affiliate thereof, has made or makes, and Parent Purchaser and Purchaser its Affiliates have not relied relied, and will not rely, upon, any representation or warranty, whether express or implied, with respect to the Business, Seller, its Affiliates the Transferred Entities, or any matter relating to any of them, including their respective Affiliates, businesses, affairs, assets, liabilitiesLiabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information (or any omissions therefrom) provided or made available to Parent, Purchaser or its Affiliates any of their representatives respective Representatives by or on behalf of Seller, and that Seller or any such representations Affiliate or warranties are expressly disclaimedRepresentative thereof. Each of Parent and Purchaser acknowledges and agrees that neither none of Seller nor or any Affiliate thereof, or any other Person on behalf of Seller or any Affiliate thereof, has made or makes, and Parent Purchaser has not relied, and Purchaser have will not relied rely, upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser and its Affiliates or any of their representatives respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of Seller, the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates Transferred Entities or any of their respective representatives Affiliates thereof or any other Person, and that any such representations or warranties are expressly disclaimedthe Business.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article ‎IVIV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article ‎IIIIII, neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Seller, and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates or any of their respective representatives or any other Person, and that any such representations or warranties are expressly disclaimed.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article ‎IV‎III, none of Parent, Purchaser or neither Seller nor any other Person on behalf of Parent or Purchaser Seller has made, and Parent and Purchaser each Seller hereby expressly disclaims and negates negates, any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article ‎III, neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates Company or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of - 37 - Seller, and any such representations or warranties are expressly disclaimed. Seller acknowledges and agrees that, except for the representations and warranties contained in Article ‎IV, neither Parent, Purchaser nor any other Person on behalf of Parent or Purchaser has made or makes, and Seller has not relied upon, any representation or warranty, whether express or implied, with respect to Parent, Purchaser, their Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or otherwise furnished to Seller or any of its representatives by or on behalf of Parent or Purchaser, and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser Seller acknowledges and agrees that neither Seller Parent, Purchaser nor any other Person on behalf of Seller Parent or Purchaser has made or makes, and Parent and Purchaser have Seller has not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser Seller or any of their its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller Parent, Purchaser or its their respective Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to ParentSeller, Purchaser, their its Affiliates or any of their respective representatives or any other Person, and that any such representations or warranties are expressly disclaimed.. ARTICLE IV

No Other Representations or Warranties; No Reliance. Buyer acknowledges that except for the representations and warranties expressly set forth in this Agreement (as modified by the Disclosure Schedules hereto), none of Sellers, nor any Person acting on behalf of any Sellers, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Sellers. Except for the representations and warranties expressly set forth in this ‎Article ‎IVAgreement (as modified by the Disclosure Schedules hereto), none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser Buyer has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article ‎III, neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, on any representation or warranty, whether express or implied, with respect to Seller, its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Seller, and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to any of Sellers or with respect to any other information (including, without limitation, any projections, forecasts, estimates ) provided or budgets made available to Parentthe Buyer in connection with the transactions contemplated by this Agreement. Buyer acknowledges and agrees that in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Purchaser Buyer has relied upon its own investigation and with regard to Sellers, only on the representations and warranties of Sellers expressly set forth in this Agreement (as modified by the Disclosure Schedules). Buyer acknowledges and represents that none of the Sellers will have or be subject to any liability or indemnification obligation to Buyer or any of their other Indemnified Party, resulting from the distribution to Buyer or its representatives of future revenuesany information, future results of operations (documents, projections, forecasts or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information material made available to ParentBuyer in any virtual data room or otherwise; provided, Purchaserfor the avoidance of doubt, their Affiliates or any that the foregoing shall not preclude Buyer from asserting a claim for indemnification pursuant to Article 8 of their respective representatives or any other Person, this Agreement in connection with a breach of Sellers’ representations and that any such representations or warranties are (as modified by the Disclosure Schedules) expressly disclaimedset forth in this Agreement.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article ‎IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained of Parent expressly set forth in ‎Article ‎IIIArticle III and in any certificate delivered pursuant to Section 8.2(c), neither Seller nor none of Parent or any Affiliate thereof, or any other Person or entity on behalf of Seller Parent or any Affiliate thereof, has made or makes, and Parent Purchaser and Purchaser its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to Sellerthe Business, its Affiliates the Sellers, the Transferred Entities or any matter relating to any of themAffiliate thereof, including or their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Purchaser or its Affiliates any of their respective representatives by or on behalf of Seller, and that Parent or any such representations Affiliate or warranties are expressly disclaimedRepresentative thereof. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor none of Parent or any Affiliate thereof, or any other Person or entity on behalf of Seller Parent or any Affiliate thereof, has made or makes, and Parent Purchaser and Purchaser its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates the Transferred Entities or any Affiliates thereof or the Business. Purchaser acknowledges and agrees that none of their respective representatives Parent or any Affiliate thereof, or any other PersonPerson or entity on behalf of Parent or any Affiliate thereof, has made or makes, and that Purchaser have not relied upon, any such representations representation or warranties are expressly disclaimed.warranty, whether express or implied, with respect to the Retained Business. -70-

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article ‎IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser Merger Sub each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained set forth in ‎Article ‎IIIArticle III and in any certificate delivered by the Company pursuant to this Agreement, neither Seller the Company nor any other Person on behalf of Seller makes or has made any express or makes, and Parent and Purchaser have not relied upon, any implied representation or warranty, whether express or implied, warranty with respect to Seller, its Affiliates the Company or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, its Subsidiaries or with respect to the accuracy or completeness of any other information made available provided to Parent, Purchaser Merger Sub or any of their representatives respective Affiliates or its and their respective Representatives by or on behalf of Seller, and that the Company or any such representations or warranties are expressly disclaimedof this Subsidiaries in connection with the Transactions. Each of Parent and Purchaser Merger Sub, on its own behalf and on behalf of their Affiliates (other than the Company and its Subsidiaries) and its and their respective Representatives, disclaims reliance on any representations or warranties or other information provided to them by the Company or any of its Subsidiaries or its or their respective Representatives or any other Person except for the representations and warranties expressly set forth in Article III and in any certificate delivered by the Company pursuant to this Agreement. Without limiting the generality of the foregoing, each of Parent and Merger Sub, on its own behalf and on behalf of its Affiliates (other than the Company and its Subsidiaries) and its and their respective Representatives, acknowledges and agrees that neither Seller nor none of the Company, any of its Subsidiaries or any other Person on behalf shall have or be subject to any liability or other obligation to Parent, Merger Sub or any other Person resulting from the distribution to Parent or Merger Sub or any of Seller has their respective Representatives, or Parent’s or Merger Sub’s (or their Representatives’) use of, or the accuracy or completeness of, any representations or warranties or other information, except for the representations and warranties expressly set forth in Article III and in any certificate delivered by the Company pursuant to this Agreement, including any such information, documents, projections, forecasts or other material made available to Parent or Merger Sub in certain “data rooms” or management presentations in expectation of the Merger. Except for the representations and warranties set forth in Article III or in any certificate delivered by the Company pursuant to this Agreement, each of Parent and Merger Sub hereby acknowledges and agrees that none of the Company, its Subsidiaries or any other Person makes, and Parent and Purchaser have not relied uponor has made, any representation or warranty, whether express or implied, warranty with respect to any projections, forecastsforecasts or other estimates, estimates plans or budgets made available to Parent, Purchaser or any of their representatives of future revenues, expenses or 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 Seller the Company or its Affiliates (including Subsidiaries or their future business, operations or affairs. Each of Parent and Merger Sub has relied solely on the reasonableness results of its own independent investigation and the assumptions underlying terms of this Agreement and has not relied directly or indirectly on any of the foregoing), whether materials or not included in any management presentation or in any other information made available to ParentParent and/or its Representatives by or on behalf of the Company, Purchaser, their Affiliates except for the representations and warranties expressly set forth in Article III or in any of their respective representatives or any other Person, and that any such representations or warranties are expressly disclaimedcertificate delivered by the Company pursuant to this Agreement.

No Other Representations or Warranties; No Reliance. Except Purchaser (on behalf of itself and its Affiliates and Representatives) acknowledges and agrees that except for the representations and warranties expressly set forth of Seller contained in this ‎Article ‎IVArticle 3, none of ParentSeller, Purchaser any of its Affiliates or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article ‎III, neither Seller nor any other Person on behalf of Seller Affiliate has made or makes, and Parent Purchaser and Purchaser its Affiliates and Representatives have not relied upon, any representation or warranty, whether express or implied, with respect to the Business, Seller, its Affiliates the Transferred Entities or any matter relating to any of themtheir Affiliates, including or their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Purchaser or any of their representatives its Affiliates or Representatives by or on behalf of Seller, Seller or any of its Affiliates. Purchaser (on behalf of itself and that any such representations or warranties are expressly disclaimed. Each of Parent its Affiliates and Purchaser Representatives) further acknowledges and agrees that neither except for the representations and warranties of Seller nor contained in Article 3, none of Seller, any of its Affiliates or any other Person on behalf of Seller or any such Affiliate has made or makes, and Parent Purchaser and Purchaser its Affiliates and Representatives have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their representatives its Affiliates or Representatives of future revenues, future expenses, generating capacity, results of operations (or any component thereof)operations, future cash flows or future flows, financial condition (or any component thereofof any of the foregoing) of Seller or any of its Affiliates or the Business. Purchaser (including the reasonableness on behalf of the assumptions underlying itself and its Affiliates and Representatives) further acknowledges and agrees that none of Seller, any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their its Affiliates or any other Person on behalf of their respective representatives Seller or any other Personsuch Affiliate has made or makes, and that Purchaser and its Affiliates and Representatives have not relied upon, any such representations representation or warranties are expressly disclaimedwarranty, whether express or implied, with respect to the Retained Businesses.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article ‎IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser Merger Sub acknowledges and agrees that, except for the representations and warranties contained in ‎Article ‎IIIArticle 3 and in any other document, neither Seller nor agreement or instrument delivered by the Company pursuant to this Agreement, none of the Company or any other Person acting on behalf of Seller the Company has made or makes, and neither Parent and Purchaser have not nor Merger Sub has relied uponon, any representation or warranty, whether express or implied, with respect to Sellerthe Company, its Affiliates Subsidiaries or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Purchaser Merger Sub or any of their respective representatives by or on behalf of Seller, and that any such representations or warranties are expressly disclaimedthe Company. Each of Parent and Purchaser Merger Sub acknowledges and agrees that that, except for the representations and warranties contained in Article 3 and in any other document, agreement or instrument delivered by the Company pursuant to this Agreement, neither Seller the Company nor any other Person acting on behalf of Seller the Company has made or makes, and neither Parent and Purchaser have not nor Merger Sub has relied uponon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser Merger Sub or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller the Company or any of its Affiliates (including Subsidiaries. Each of Parent and Merger Sub acknowledges and agrees that, except for the reasonableness representations and warranties contained in Article 3 and in any other document, agreement or instrument delivered by the Company pursuant to this Agreement, neither the Company nor any other Person acting on behalf of the assumptions underlying Company has made or makes, and neither Parent nor Merger Sub has relied on, any representation or warranty, whether express or implied, with respect to the Company. For the avoidance of doubt, the foregoing shall not limit or modify any of the foregoing), whether or not included in any management presentation or in any other information made available representations and warranties of the parties to Parent, Purchaser, their Affiliates or any of their respective representatives or any other Person, and that any such representations or warranties are expressly disclaimedthe Voting Agreements as set forth therein.