Common use of No Other Representations or Warranties Clause in Contracts

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller nor any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any express or implied representation or warranty with respect to any Seller, the Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing information.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article III (as qualified by 4, none of the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) Company or any of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller its Affiliates nor any other Person on behalf of any Seller makesof them is making or has made any express or implied representation or warranties of any kind or nature whatsoever, and neither Purchaser has relied onincluding with respect to the Company, is relying onthe Company Subsidiaries or their respective businesses or with respect to any other information provided, or will rely Made Available, to Parent, Merger Sub or their respective Representatives or Affiliates in connection with the Transactions, including the accuracy or completeness thereof and the Company hereby expressly disclaims any such other representations and warranties. The Company acknowledges and agrees that, except for the representations and warranties made by Parent and Merger Sub in this Agreement (as qualified by the applicable items disclosed in the Parent Disclosure Letter), none of Parent, Merger Sub or any other Person is making or has made any representations or warranties, expressed or implied, at law or in equity, with respect to or on behalf of Parent, Merger Sub or any of their Subsidiaries, their businesses, operations, assets, liabilities, financial 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 the accuracy or completeness of any express or implied representation or warranty with respect to any Sellerinformation regarding Parent, the Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers Merger Sub or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors Subsidiaries or any other Person will have matter furnished or be subject provided to the Company or Made Available to the Company or its Representatives in any Liability whatsoever to Purchaser“data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions. The Company is not relying upon and specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person, resulting from the distribution to Purchaser or any of its and acknowledges and agrees that Parent, Merger Sub and their Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, have specifically disclaimed and do hereby specifically disclaim any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing informationrepresentations and warranties.

No Other Representations or Warranties. Company acknowledges and agrees that it (a) has had an opportunity to discuss the business of Parent and its Subsidiaries with the management of Parent, (b) has had reasonable access to the books and records of Parent and its Subsidiaries, (c) has been afforded the opportunity to ask questions of and receive answers from officers of Parent and (d) has conducted its own independent investigation of Parent and its Subsidiaries, their respective businesses and the transactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person on behalf of Parent, Merger Sub or any of their Subsidiaries, other than the representations and warranties of Parent and Merger Sub expressly contained in Article IV of this Agreement. Company acknowledges that neither Parent nor Merger Sub makes any express or implied representations or warranties as to any matter whatsoever except as expressly set forth in Article IV, including with respect to any information furnished, disclosed or made available to Company or its representatives in the course of their due diligence investigation of Parent and the negotiation of this Agreement, or otherwise in connection with the transactions contemplated hereby. The representations and warranties set forth in Article IV are made solely by Parent and Merger Sub, and no representative of Parent or Merger Sub shall have any responsibility or liability related thereto. Except for the representations and warranties expressly contained in this Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)III, Purchaser acknowledges and agrees that no Seller neither Company nor any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of makes any express or implied representation or warranty with respect to any Seller, the Acquired AssetsCompany and its Subsidiaries, or the Assumed Liabilities their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Company hereby disclaims any such other representations or warranties, including with respect to any informationfinancial projection, statementsforecast, disclosuresestimate, documentsbudget or prospective information relating to Company, projections, forecasts any of its Subsidiaries or other material of their respective businesses or any nature made available oral or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere written information presented to Purchaser Parent or any of its Parent’s Affiliates or Advisors on behalf of Sellers or any representatives in the course of their Affiliates due diligence investigation of Company, the negotiation of this Agreement or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation course of the Transactions or any discussions with respect to any of the foregoing informationtransactions contemplated hereby.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) 5, none of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)Parent, Purchaser acknowledges and agrees that no Seller Merger Sub or any of their Affiliates nor any other Person on behalf of any Seller makesof them is making or has made any express or implied representation or warranties of any kind or nature whatsoever, including with respect to Parent, its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to the Company, the Company Subsidiaries or any of their respective Representatives or Affiliates in connection with the Transactions, including the accuracy or completeness thereof, and Parent and Merger Sub hereby expressly disclaim any such other representations or warranties. Parent and Merger Sub acknowledge and agree that, except for the representations and warranties made by the Company in this Agreement (as qualified by the applicable items disclosed in the Company Disclosure Letter), neither Purchaser the Company nor any other Company Related Party is making or has relied onmade any representations or warranties, is relying onexpressed or implied, at law or will rely in equity, with respect to or on behalf of the Company or any of the Company Subsidiaries, their businesses, operations, assets, liabilities, financial 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 the accuracy or completeness of any express or implied representation or warranty with respect to any Seller, information regarding the Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser Company or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors Company Subsidiaries or any other Person will have matter furnished or be subject provided to Parent or Merger Sub or Made Available to Parent, Merger Sub or their Representatives in any Liability whatsoever to Purchaser“data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions. Parent and Merger Sub are not relying and specifically disclaim that they are relying upon or have relied upon any such other representations or warranties that may have been made by any Person, resulting from and acknowledge and agree that the distribution to Purchaser or any of Company and its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, have specifically disclaimed and do hereby specifically disclaim any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation representations and warranties. Parent and Merger Sub have conducted their own independent investigation of the Acquired Companies and the Transactions or any discussions and have had an opportunity to discuss and ask questions regarding the Acquired Companies’ businesses with respect to any the management of the foregoing informationCompany.

No Other Representations or Warranties. Except (a) The parties acknowledge and agree that except for the representations and warranties expressly contained in this Article III (as qualified made by the Schedules Seller in Articles III and in accordance with IV hereof, the express terms and conditions Seller does not (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller nor any other Person on behalf of the Seller) make any Seller makesrepresentation or warranty, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any express or implied representation implied, at Law or warranty in equity, with respect to any Seller, the Acquired AssetsEntities, or the Assumed Liabilities their respective businesses, operations, assets, liabilities, condition (financial or otherwise), prospects (financial or otherwise) or risks, including with respect to merchantability or fitness for any particular purpose, or with respect to any informationfinancial projections or forecasts, statements, disclosures, documents, projections, forecasts notwithstanding the delivery or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (disclosure to the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf representatives of Sellers any documentation, forecasts or other information with respect to any one or more of their Affiliates or Advisorsthe foregoing. Without limiting the generality of the foregoing, the Seller shall not have made, or shall not be deemed to have made, any representations or warranties in the Confidential Information Memorandum dated October 2011 (the “Information Memorandum”), in the management presentations relating to the Acquired Entities presented to the Purchaser on December 15, 2011 and January 12, 2012 or in any presentation of the Acquired Entities in connection with the Transactions, or in any other written materials delivered to the Purchaser in connection with any other such presentation (collectively, the “Offering Materials and Presentations”), and no statement contained in the Offering Materials and Presentations shall be deemed a representation or warranty hereunder or otherwise. Except as otherwise expressly provided herein, the Acquired Entities are being transferred “as is, where is and with all faults”. Any claims the Purchaser may have for breach of representation or warranty in connection with the Transactions shall be based solely on the representations and warranties set forth in Articles III and IV and any such other representations and warranties are hereby disclaimed. The parties further acknowledge and agree that the Seller has not made (nor any Person on behalf of the Seller) any representation or warranty, express or implied, at Law or in equity, as to the accuracy or completeness of any information regarding the Acquired Entities or the Transactions not expressly set forth in this Agreement, and neither the Seller, nor any of its Advisors Affiliates, or any other Person will have or be subject to any Liability whatsoever liability to the Purchaser, any of its representatives or any other Person, Person resulting from the distribution to the Purchaser or any of its Affiliates representatives or Advisors, or the Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including any document or information in any form provided to the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors representatives in connection with the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing informationTransactions.

No Other Representations or Warranties. Except for Other than the representations and warranties expressly contained set forth in this Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) Agreement, none of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)Parent, Purchaser acknowledges and agrees that no Seller nor Merger Sub or any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, Parent or will rely on the accuracy or completeness of Merger Sub makes any express or implied representation or warranty with respect to Parent or any Sellerof its Subsidiaries, and the Acquired AssetsCompany is not relying on any representation or warranty other than those expressly set forth in this Agreement. Parent and Merger Sub each agrees that, other than the representations and warranties expressly set forth in this Agreement, neither the Company nor any of its Subsidiaries makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Assumed Liabilities Merger, and Parent and Merger Sub are not relying on any representation or warranty other than those expressly set forth in this Agreement. In particular, without limiting the foregoing, none of the Company or any other Person makes or has made any representation or warranty to Parent, Merger Sub or any of their respective Affiliates or Representatives with respect to (a) any informationfinancial projection, statementsforecast, disclosuresestimate, documentsbudget or prospective information relating to the Company, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf any of Sellers their respective businesses (including SpinCo) unless any such information is expressly included in a representation or warranty of the Company to Parent or Merger Sub contained in this Agreement or any ancillary agreement or other document delivered in connection with this Agreement or the transactions contemplated hereby, or (b) any oral or, except for the representations and warranties made by the Company in SECTION 3 or any ancillary agreement or other document delivered in connection with this Agreement or the transactions contemplated hereby, written information made available to Parent, Merger Sub or any of their respective Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors Representatives in the Dataroom or otherwise in expectation course of their evaluation of the Transactions Company, SpinCo, the SpinCo Assets or any discussions with respect to any the SpinCo Liabilities, the negotiation of this Agreement or in the course of the foregoing information.transactions contemplated by this Agreement. SECTION 5 - COVENANTS AND OTHER AGREEMENTS

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has Xxxxx relied only on such Express Representations express representations and warranties), Purchaser Buyer acknowledges and agrees agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller makes, and neither Purchaser Xxxxx has not relied on, is not relying on, or and will not rely on (i) the accuracy or completeness of any express or implied representation or warranty with respect to any Seller, the Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller BrokerLazard) (the “Information Presentation”) or in that certain “Project Prime” data room datasite administered by Datasite Intralinks (the “Dataroom”) or elsewhere to Purchaser Buyer or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to PurchaserBuyer, or any other Person, resulting from the distribution to Purchaser Buyer or any of its Affiliates or Advisors, or PurchaserBuyer’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions transactions contemplated by this Agreement or any discussions with respect to any of the foregoing information.

No Other Representations or Warranties. Buyer acknowledges that the detailed representations and warranties set forth in this Agreement have been negotiated at arm’s length among sophisticated business entities. Except for the representations and warranties expressly contained set forth in this Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) Section 3.1, Buyer acknowledges that none of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)Parent, Purchaser acknowledges and agrees that no Seller nor Performance Packaging or any other Person of their respective Affiliates or any person or entity acting on behalf of any Seller makesof the foregoing, and neither Purchaser including Mesirow Financial, Inc., makes or has relied on, is relying on, made any other express or will rely on any implied representation or warranty to Buyer as to the accuracy or completeness of any express information regarding Parent, Performance Packaging, the Business or implied any other matter relating to the transactions contemplated by this Agreement. Except to the extent set forth in a representation or warranty set forth in Section 3.1, Buyer further agrees that neither Parent nor any other person or entity shall have or be subject to any liability to Buyer or any other person or entity resulting from the distribution to Buyer, or Buyer’s use, of any such information, including any information, document or material made available or provided to Buyer in certain “data rooms,” management presentations, offering or information memoranda or any other form in expectation of the transactions contemplated hereby. Buyer acknowledges that the burden to conduct an investigation of Parent, Performance Packaging and the Business lies solely with Buyer and that Buyer bears the risk that any information, document or material made available or provided to Buyer in the course of its investigation is inaccurate or incomplete, except to the extent otherwise expressly set forth in this Agreement. Except with respect to the representations and warranties set forth in Section 3.1, Buyer is acquiring the assets of Performance Packaging that are being transferred to Buyer upon the acquisition by Buyer of the Performance Packaging Stock, AS IS, WHERE IS. PARENT DISCLAIMS ALL OTHER EXPRESS AND ALL IMPLIED WARRANTIES RELATING THERETO, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The foregoing shall not (a) constitute a disclaimer as to any representations and warranties set forth in the Transition Services Agreement or the Escrow Agreement or (b) limit or otherwise affect either Party’s rights with respect to any representations and warranties set forth in the Transition Services Agreement or the Escrow Agreement. References herein to representations and warranties set forth in Section 3.1 refer to such representations and warranties made either upon execution of this Agreement or at Closing, as applicable given the context. Without limitation, in connection with Buyer’s investigation of Performance Packaging and the Business, Buyer has received from or on behalf of Parent or its Affiliates certain estimates, projections and other forecasts and plans, including projected statements of operating revenues and income from operations of the Business for the fiscal years 2010, 2011, 2012, 2013 and 2014 and certain business plan information for such fiscal years. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) and that Buyer shall have no claim against Parent, any Affiliate of Parent or any person or entity acting on behalf of Parent or any Affiliate of Parent with respect thereto, except to the extent any such estimate, projection or other forecast or plan is expressly the subject of a warranty set forth in Section 3.1. None of Parent, any Affiliate of Parent or any person or entity acting on behalf of Parent or any Affiliate of Parent makes any representation or warranty with respect to any Sellersuch estimates, projections and other forecasts and plans (including the Acquired Assets, reasonableness of the assumptions or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation accuracy of the Transactions or any discussions with respect information underlying such estimates, projections and forecasts), except to any of the foregoing informationextent expressly set forth in Section 3.1.

No Other Representations or Warranties. Except Purchaser acknowledges and agrees that (a) the Companies and Seller are not making any representations or warranties whatsoever, express or implied, beyond those expressly given by the Companies in Article IV (as qualified by the Disclosure Schedules hereto), those expressly given by Seller in Article V (as qualified by the Disclosure Schedules hereto) and those expressly given by any Company or Seller, as applicable, in any of the Company Documents and Seller Documents, and (b) except for the representations and warranties expressly contained in such provisions of this Agreement and in any of the Company Documents and Seller Documents, the Assets and the business of the Latisys Companies are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of the Companies set forth in Article III IV (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warrantieshereto), the representations and warranties of Seller set forth in Article V (as qualified by the Disclosure Schedules hereto) and the representations and warranties of the Companies or Seller, as applicable, in any of the Company Documents and Seller Documents. Purchaser acknowledges and agrees that no none of the Latisys Companies, nor Seller or any of their respective Affiliates nor any other Person on behalf of has made any Seller makesrepresentation or warranty, and neither Purchaser has relied onexpress or implied, is relying on, or will rely on as to the accuracy or completeness of any express or implied representation or warranty with respect to any Seller, information regarding the Acquired AssetsLatisys Companies, or the Assumed Liabilities or with respect to transactions contemplated by this Agreement not expressly set forth within this Agreement, any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser Company Document or any Seller Document, and Purchaser is not relying on anything other than the express provisions of its Affiliates or Advisors on behalf this Agreement, the Company Documents and the Seller Documents in entering into this Agreement. None of Sellers or the Latisys Companies, nor Seller, any of their respective Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever liability to Purchaser, Purchaser or any other Person, Person resulting solely from the distribution to Purchaser or any its representatives of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance onof, any such information, including any confidential memoranda distributed on behalf of Seller or the Information PresentationCompanies relating to the Latisys Companies or other publications, any representations, warranties, forecasts, statements or information, statementsincluding any information provided in a “data room”, disclosures“management presentation”, documents“break-out session” or otherwise to Purchaser or its Affiliates or representatives, projectionsor any other document or information in any form provided to Purchaser or its representatives in connection with the Share Sale and the other transactions contemplated hereby. Purchaser acknowledges and agrees that the representations and warranties made by the Companies and Seller in this Agreement (as qualified by the Disclosure Schedules), forecasts the Company Documents and the Seller Documents supersede, replace and nullify in every respect all other information, whether written or other material oral, made available to Purchaser or any of Purchaser, its Affiliates or Advisors its representatives. No Person is asserting the truth of any representation or warranty set forth in this Agreement, any Company Document or any Seller Document; rather the Dataroom parties have agreed that should any representations and warranties of any party prove untrue, the other party shall, subject to Article X of this Agreement, have the specific rights and remedies herein specified as the exclusive remedy therefor (except as provided under Section 10.7), but (except as provided under Section 10.7) that no other rights, remedies or otherwise causes of action (whether in expectation law or in equity or whether in contract or in tort) are permitted to any party hereto as a result of the Transactions or untruth of any discussions with respect to any of the foregoing informationsuch representation and warranty.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III (as qualified by IV or in the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)other Transaction Documents, Purchaser acknowledges and agrees that no none of the Other Sellers, Seller, any Subsidiaries or Affiliates of the Other Sellers or Seller nor any other Person on behalf of makes any Seller makesother express, and neither Purchaser has relied on, is relying on, implied or will rely on the accuracy or completeness of any express or implied statutory representation or warranty with respect to any Sellerthe Purchased Subsidiary Interests, the Acquired Business, the Purchased Assets, or Purchased Seller Subsidiaries, the Assumed Liabilities or with respect otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, enforceability or non-infringement, including as to any information(a) the physical condition or usefulness for a particular purpose of the real or tangible personal property included in the Purchased Assets, statements(b) the use of the Purchased Assets and Purchased Seller Subsidiaries, disclosures, documents, projections, forecasts or other material and the operation of any nature made available or provided the Business by any Person (including Purchaser after the Closing in any presentations manner other than as used and operated by the Other Sellers, Seller or other materials prepared the Purchased Seller Subsidiaries, or (c) the probable success or profitability of the ownership, use or operation of the Business by Seller Broker) (Purchaser after the “Information Presentation”) Closing. Except for the representations and warranties contained in this Article IV or in that certain the other Transaction Documents, all Purchased Assets are conveyed on an “Project PrimeAS IS” data room administered by Datasite (and “WHERE IS” basis. Except for the “Dataroom”) representations and warranties contained in this Article IV or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting in the foregoingother Transaction Document and the indemnification obligations set forth in Article IX hereof, no the Other Sellers, Seller nor any of its Advisors or any other Person will not have or be subject to any Liability whatsoever to Purchaser, liability or any other Person, resulting from the distribution indemnification obligation to Purchaser or any other Person for any information provided to the Purchaser or its representatives relating to the Business or otherwise in expectation of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, transactions contemplated by this Agreement and any information, statementsdocument, disclosures, documents, projections, forecasts or other material made available to Purchaser or its counsel or other representatives in Purchaser’s due diligence review, including in certain “data rooms” (electronic or otherwise) or management presentations. The representations, warranties, covenants and obligations of Purchaser, and the rights and remedies that may be exercised by Purchaser shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing informationrepresentatives.

No Other Representations or Warranties. Buyer acknowledges and agrees that it has made its own inquiry and investigation into, and based thereon has formed an independent judgment concerning, the LLC Interests, Company and the Xxxxxx Transferred Business, and that it has been afforded adequate access to Seller's management, properties, books and records for purposes of such inquiry and investigation. Except for the representations and warranties expressly contained in this Article III (as qualified by Agreement, Buyer acknowledges that none of the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) Qwest Transaction Parties, Company or any of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller nor their respective Affiliates or any other Person on behalf of makes any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any other express or implied representation or warranty with respect to any Sellerthe Business or the Xxxxxx Transferred Business, the Acquired AssetsLLC Interests, the Qwest Transaction Parties or the Assumed Liabilities Company or otherwise or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or information provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser Buyer or any of its Affiliates or Advisors Representatives, whether on behalf of Sellers Seller or such other Persons, including as to: (a) merchantability or fitness for any particular use or purpose; (b) the use of their Affiliates the assets of Company and the operation of the Xxxxxx Transferred Business by Buyer after the Closing; or Advisors(c) the probable success or profitability of the ownership, use or operation of the Xxxxxx Transferred Business, the LLC Interests, or Company by Buyer after the Closing. Without limiting the foregoing, no Seller Neither any Qwest Transaction Party nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever liability or indemnification obligation to Purchaser, Buyer or any other Person, Person with respect to the sale of the Xxxxxx Transferred Business in accordance with this Agreement resulting from the distribution to Purchaser Buyer or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ ' or Advisors’ Representatives' use of or reliance onof, any such informationinformation related to the Business, the Xxxxxx Transferred Business, the Qwest Transaction Parties or Company, including the Information Presentation, Confidential Descriptive Memorandum dated April 2002 and any information, statementsdocument, disclosures, documents, projections, forecasts or other material made available to Purchaser or Buyer in any of its Affiliates or Advisors form in connection with the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing informationTransactions.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III IV (as qualified modified by the Schedules hereto) and in accordance with this Agreement and the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)Seller Documents, Purchaser acknowledges and agrees that no neither any Seller nor any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of makes any express or implied representation or warranty with respect to Sellers, the Companies, the Businesses or the transactions contemplated by the Seller Documents, and Sellers disclaim any other representations or warranties, whether made by any Seller, the Acquired Assetsany Affiliate of any Seller, or any of their respective officers, directors, employees, agents or representatives. Except for the Assumed Liabilities representations and warranties contained in this Article IV hereof (as modified by the Schedules hereto) and in this Agreement and the Seller Documents, no Seller makes any representations or with respect warranties whatsoever to Purchaser and hereby disclaims all liability and responsibility for any informationrepresentation, statementswarranty, disclosuresprojection, documentsforecast, projectionsstatement, forecasts or other material of any nature made available information made, communicated, or provided by any Person furnished (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) orally or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”writing) or elsewhere to Purchaser or any of its Affiliates or Advisors representatives (including any confidential memoranda or other documents distributed by or on behalf of Sellers relating to the Shares or the Businesses or other publication or data room information provided to Purchaser or its representatives, including any vendor due diligence report, or any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of any Seller or any of their Affiliates respective Affiliates). The disclosure of any matter or Advisors. Without limiting the foregoing, no Seller nor item in any of its Advisors Schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed or any other Person will have or be subject to any Liability whatsoever to Purchaseris material, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any that such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors matter would result in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing informationa Company Material Adverse Effect.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III IV or in the other Transaction Documents (as qualified or any certificates delivered by Seller Parent, Seller or any of the Schedules and in accordance with Other Sellers to Purchaser at the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warrantiesClosing), Purchaser acknowledges and agrees that no none of the Other Sellers, Seller, any Subsidiaries or Affiliates of the Other Sellers or Seller nor any other Person on behalf of makes any Seller makesother express, and neither Purchaser has relied on, is relying on, implied or will rely on the accuracy or completeness of any express or implied statutory representation or warranty with respect to any Sellerthe Purchased Subsidiary Interests, the Acquired Business, the Purchased Assets, or Purchased Seller Subsidiaries, the Assumed Liabilities or with respect otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, enforceability or non-infringement, including as to any information(a) the physical condition or usefulness for a particular purpose of the real or tangible personal property included in the Purchased Assets, statements(b) the use of the Purchased Assets and Purchased Seller Subsidiaries, disclosures, documents, projections, forecasts or other material and the operation of any nature made available or provided the Business by any Person (including Purchaser after the Closing in any presentations manner other than as used and operated by the Other Sellers, Seller or the Purchased Seller Subsidiaries, or (c) the probable success or profitability of the ownership, use or operation of the Business by Purchaser after the Closing. Except for the representations and warranties contained in this Article IV or in the other materials prepared Transaction Documents, all Purchased Assets are conveyed on an “AS IS” and “WHERE IS” basis. Except for the representations and warranties contained in this Article IV or in the other Transaction Documents (or any certificates delivered by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser Parent, Seller or any of its Affiliates or Advisors on behalf of the Other Sellers or any of their Affiliates or Advisors. Without limiting to Purchaser at the foregoingClosing), no and the indemnification obligations set forth in Article IX hereof, the Other Sellers, Seller nor any of its Advisors or any other Person will not have or be subject to any Liability whatsoever to Purchaser, liability or any other Person, resulting from the distribution indemnification obligation to Purchaser or any other Person for any information provided to the Purchaser or its representatives relating to the Business or otherwise in expectation of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, transactions contemplated by this Agreement and any information, statementsdocument, disclosures, documents, projections, forecasts or other material made available to Purchaser or its counsel or other representatives in Purchaser’s due diligence review, including in certain “data rooms” (electronic or otherwise) or management presentations. The representations, warranties, covenants and obligations of Purchaser, and the rights and remedies that may be exercised by Purchaser shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing informationrepresentatives.

No Other Representations or Warranties. Except for Purchaser acknowledges that (a) none of Seller, the representations and warranties expressly contained in this Article III (Seller Subsidiaries or any of their respective Affiliates or Representatives has made any representation or warranty, expressed or implied, as qualified by to the Schedules and in accordance with Acquired Assets, the express terms and conditions Assumed Liabilities, the Business, their financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including limitations and exclusionsthe reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller nor any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any express or implied representation or warranty with respect to any Seller, information regarding the Acquired Assets, or the Assumed Liabilities or with respect the Business furnished or made available to Purchaser and its Affiliates and Representatives, except as expressly set forth in this Article IV, (b) Purchaser has not relied on, and expressly disclaims any reliance upon, any representation or warranty from Seller, the Seller Subsidiaries or any of their respective Affiliates or Representatives in determining to enter into this Agreement, except as expressly set forth in this Article IV, and (c) except in the case of Actual Fraud, none of Seller, the Seller Subsidiaries or any of their respective Affiliates or Representatives shall have or be subject to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere Liability to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, Representatives resulting from the distribution to Purchaser or any of its Affiliates or AdvisorsRepresentatives, or Purchaser’s or any of its Affiliates’ or AdvisorsRepresentatives’ use of or reliance onof, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts documents or other material made available to Purchaser or any of its Affiliates or Advisors Representatives in the Dataroom any “data rooms,” management presentations or otherwise in any other form in expectation of or negotiation of this Agreement, the Transactions transactions contemplated hereby. Purchaser shall acquire the Acquired Assets, the Assumed Liabilities and the Business without any representation or warranty as to merchantability or fitness thereof, in an “as is” condition and on a “where is” basis, except as otherwise expressly set forth in this Agreement or any discussions with respect to any of the foregoing informationAncillary Agreement.

No Other Representations or Warranties. Except (a) Buyer acknowledges that, except for the representations and warranties expressly contained in this Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)V, Purchaser acknowledges and agrees that no Seller neither Sellers nor any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of Sellers makes any express or implied representation or warranty with respect to any Seller, Sellers (including representations and warranties as to the condition of the Acquired Assets, or the Assumed Liabilities ) or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or information provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisorsto Buyer. Without limiting the foregoing, no Seller Neither Sellers nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever liability or indemnification obligation to Purchaser, Buyer or any other Person, Person resulting from the distribution to Purchaser or any of its Affiliates or AdvisorsBuyer, or Purchaser’s or any use by Buyer, of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser Buyer in any “data rooms,” “data sites,” responses to inquiries, confidential information memoranda or any of its Affiliates or Advisors in the Dataroom or otherwise management presentations in expectation of or in connection with the Transactions transactions contemplated by this Agreement or any discussions with respect other Transaction Document. Any documents, title information, assessments, surveys, plans, specifications, reports and studies, or other information made available to Buyer by Sellers or their Representatives, including any other material made available to Buyer in any “data rooms,” “data sites,” responses to inquiries, confidential information memoranda or management presentations (collectively, “Review Documents”) are provided as information only. Buyer shall not rely upon Sellers’ provision of any Review Document(s) in lieu of conducting its own due diligence. Except for the specific representations and warranties contained in this Article V (in each case as modified by the Disclosure Schedules hereto), Sellers have not made, do not make, and have not authorized anyone else to make any representation as to: (i) the accuracy, reliability or completeness of any of the foregoing informationReview Documents; (ii) the operating condition of the Acquired Assets; (iii) the environmental conditions of the Real Property INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS SUBSTANCES; (iv) the enforceability of, or Buyer’s ability to obtain the benefits of, any agreement of record affecting the Acquired Assets, (v) the transferability or assignability of any Contract or Permit or (vi) any other matter or thing affecting or relating to the Acquired Assets.

No Other Representations or Warranties. Except for the representations and or warranties expressly contained set forth in this Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)Section 3.1, Purchaser acknowledges and agrees that no Seller neither any Company Party nor any other Person on behalf of any Seller makesCompany Party has made, and neither Purchaser each of the Parent Parties specifically disclaims that it is relying or has relied onupon, is relying onany representation or warranty, expressed or will rely on implied, with respect to the Company or the Subsidiaries of the Company, their businesses, operations, assets, liabilities, condition (financial or otherwise), 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 the accuracy or completeness of any information regarding the Company or the Subsidiaries of the Company. In particular, without limiting the foregoing disclaimer, neither any Company Party nor any other Person makes or has made, and each of the Parent Parties specifically disclaims that it is relying or has relied upon, any representation or warranty to the Parent, the Merger Sub or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made by the Company Parties in this Section 3.1, any oral or written information presented to the Parent, the Merger Sub or any of their respective Affiliates or Representatives in the course of their due diligence of the Company, the negotiation of this Agreement and the Ancillary Agreements to which it is a party or in the course of the transactions contemplated hereby. Notwithstanding anything contained in this Agreement to the contrary, each of the Company and the Company Operating Partnership acknowledges and agrees that none of the Parent Parties or any other Person has made or is making any representations or warranties relating to the Parent Parties whatsoever, express or implied, beyond those expressly given by the Parent Parties in Section 3.2, including any implied representation or warranty with respect as to any Seller, the Acquired Assets, accuracy or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material completeness of any nature information regarding the Parent Parties furnished or made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (to the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers Company Parties or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing informationRepresentatives.

No Other Representations or Warranties. Except for Each Buyer acknowledges that it has conducted to its satisfaction an independent investigation and verification of the Sold Assets and Assumed Liabilities and, in making its determination to proceed with the transactions contemplated by this Agreement, such Buyer has relied solely on (a) the results of its own independent investigation and verification and (b) the representations and warranties of Ferro expressly contained and specifically set forth in this Article III (V, as qualified modified by the Schedules attached hereto, and has not relied on anything else. The representations and warranties of Ferro in accordance Article V, as modified by the Schedules, constitute the sole and exclusive representations and warranties of Ferro to Buyers in connection with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)transactions contemplated hereby. Each Buyer understands, Purchaser acknowledges and agrees that no Seller nor any all other Person on behalf representations and warranties of any Seller makes, and neither Purchaser has relied on, is relying on, kind or will rely on nature expressed or implied (including as to the accuracy or completeness of any express of the information provided to Buyers in the due diligence process, or implied representation any information relating to the future or warranty historical financial condition, results of operations, quality, quantity or condition of the Sold Assets or relating to any other information provided to Buyers) are specifically disclaimed by Sellers, and Buyers and their respective Affiliates, and their respective officers, directors, partners, members, employees, agents, representatives, successors and permitted assigns have not and will not rely on any such information, or other representations and warranties and such information and such other representations and warranties will not (except as otherwise expressly represented and warranted to in Article V of this Agreement) form the basis of any claim against Sellers of any of their respective Affiliates or representatives with respect to any Seller, the Acquired Assets, or the Assumed Liabilities thereto or with respect to any information, statements, disclosures, documents, projections, forecasts or other material related matter. Neither of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever liability to Purchaser, Buyers or any other Person, Person resulting from the distribution to Purchaser or any of its Affiliates or AdvisorsBuyers, or Purchaser’s or any of its Affiliates’ or AdvisorsBuyers’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser Buyers or any of its Affiliates their representatives through the Data Room, offering memoranda or Advisors in the Dataroom management presentations or otherwise in expectation of the Transactions transactions contemplated by this Agreement. NEITHER SELLER MAKES OR PROVIDES, AND EACH BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE SOLD ASSETS OR ANY PART THEREOF, IN EACH CASE EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. With respect to any projection or forecast delivered by or on behalf of Sellers to Buyers, each Buyer acknowledges that (w) there are uncertainties inherent in attempting to make such projections and other forecasts and plans, and that such Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections and forecasts, (x) the accuracy and correctness of such projections and forecasts may be affected by information which may become available through discovery or otherwise after the date of such projections and forecasts, (y) it is familiar with each of the foregoing and (z) neither Seller is making any discussions representation or warranty with respect to any such projections or forecasts, including the reasonableness of the foregoing informationassumptions underlying such projections or forecasts.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)III, Purchaser acknowledges and agrees that no Seller neither Wendy’s nor any other Person person on behalf of Wendy’s makes any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any other express or implied representation or warranty with respect to Wendy’s or any Seller, the Acquired Assets, or the Assumed Liabilities of its Subsidiaries or with respect to any informationother information provided to Triarc or Merger Sub in connection with the transactions contemplated by this Agreement. Except for the representations and warranties contained in Article IV, statements, disclosures, documents, projections, forecasts none of Triarc or Merger Sub or any other material person on behalf of Triarc or Merger Sub makes any nature made available other express or provided by any Person (including in any presentations implied representation or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere warranty with respect to Purchaser Triarc or any of its Affiliates Subsidiaries or Advisors on behalf of Sellers or with respect to any of their Affiliates or Advisorsother information provided to Wendy’s in connection with the transactions contemplated hereby. Without limiting the foregoing, no Seller Neither Wendy’s nor any of its Advisors or any other Person person will have or be subject to any Liability whatsoever liability or indemnification obligation to Purchaser, Triarc or Merger Sub or any other Person, person resulting from the distribution to Purchaser Triarc or any of its Affiliates or AdvisorsMerger Sub, or PurchaserTriarc’s or any of its Affiliates’ or Advisors’ Merger Sub’s use of or reliance onof, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser Triarc or any of its Affiliates Merger Sub in “data rooms” or Advisors in the Dataroom or otherwise management presentations in expectation of the Transactions transactions contemplated by this Agreement, unless and then only to the extent that any such information is expressly included in a representation or warranty contained in Article III. None of Triarc, Merger Sub or any discussions with respect other person will have or be subject to any liability or indemnification obligation to Wendy’s or any other person resulting from the distribution to Wendy’s or Wendy’s use of, any such information, including any information, documents, projections, forecasts or other material made available to Wendy’s in “data rooms” or management presentations in expectation of the foregoing informationtransactions contemplated by this Agreement, unless and then only to the extent that any such information is expressly included in a representation or warranty contained in Article III.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article III (as qualified by II or in the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)Ancillary Agreements, Purchaser acknowledges and agrees that no Seller neither Sellers nor any other Person on behalf of any Seller makesSellers has made or shall be deemed to have made, and neither Purchaser has relied onSellers hereby expressly disclaim and negate, is relying onany other express or implied representation or warranty whatsoever (whether at Law (including at common law or by statute) or in equity) with respect to Sellers or the Acquired Companies or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or will rely on with respect to the accuracy or completeness of any express or implied representation or warranty with respect to any Seller, the Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material information made available to Purchaser or any of its Affiliates Representatives by or Advisors on behalf of Sellers, and any such representations or warranties are expressly disclaimed. Each Seller acknowledges and agrees that, except for the representations and warranties contained in Article III or in the Dataroom Ancillary Agreements, neither Purchaser nor any other Person on behalf of Purchaser has made or otherwise in expectation of the Transactions makes, and such Seller has not relied upon, any representation or any discussions warranty, whether express or implied, with respect to Purchaser or 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 foregoing informationaccuracy or completeness of any other information made available to such Seller or any of its Representatives by or on behalf of Purchaser, and that any such representations or warranties and rights or claims relating thereto are expressly disclaimed.

No Other Representations or Warranties. Except as expressly set forth in this Article III, Buyer makes no representation or warranty, express or implied, at law or in equity, with respect to Buyer, its Affiliates, its businesses or financial condition or any of its assets, liabilities or operations or any other matter, and any such other representations or warranties are hereby disclaimed. Buyer acknowledges that (a) it has received access to certain books and records, facilities, equipment, Contracts and other assets of Seller and Seller Parent related to the Business, and (b) that Buyer and its Affiliates and representatives have had an opportunity to meet with the management of Seller and Seller Parent to discuss the Business. Buyer has conducted its own independent investigation, review, analysis and evaluation of the Business to assist Xxxxx in making an informed decision with respect to the purchase of the Purchased Assets and the Business, the assumption of the Assumed Liabilities and the execution of this Agreement and the Ancillary Agreements and, with respect to the transactions contemplated by this Agreement, and has relied on the representations and warranties of Seller and Seller Parent in Article II. Except for the representations and warranties expressly contained set forth in this Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) II, Buyer hereby acknowledges that none of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)Seller, Purchaser acknowledges and agrees that no Seller Parent nor any of their respective Representatives has made or is making any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any express or implied representation or warranty with respect to any Seller, the Acquired AssetsSeller Parent or their respective Affiliates, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person business (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”Business) or operations. Except for those representations and warranties expressly set forth in Article II, Xxxxx has not relied, is not relying and specifically disclaims all reliance upon any representations or warranties that certain “Project Prime” data room administered may have been made by Datasite (the “Dataroom”) or elsewhere to Purchaser or Seller, Seller Parent, any of its Affiliates or Advisors on behalf of Sellers other Person or any of their Affiliates respective Representatives, and acknowledges and agrees that Seller and Seller Parent have specifically disclaimed and do hereby specifically disclaim all such other representations and warranties. For the elimination of doubt, nothing in this Section 3.7 or Advisors. Without limiting the foregoingelsewhere in this Agreement limits any claim, no right or remedy that Buyer may have against any Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing informationParty for Fraud.

No Other Representations or Warranties. Except for the representations and warranties of Seller expressly contained set forth in this Article III Agreement (as qualified modified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warrantiesDisclosure Schedules), Purchaser acknowledges or any representations and agrees warranties of Seller, Parent and/or an officer of Seller that no are expressly set forth in any Closing certificate, Closing affidavit or Ancillary Agreement expressly delivered at the Closing pursuant to Sections 9.3(d), (e), (f), (g) or (i), neither Seller nor any other Person person acting on its behalf of makes or has made any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any other express or implied representation or warranty on behalf of Seller with respect to any the transactions contemplated by this Agreement. SUCH REPRESENTATIONS AND WARRANTIES MADE BY SELLER WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES SELLER MIGHT HAVE GIVEN BUYER WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. Buyer acknowledges that all other warranties that Seller, the Acquired AssetsParent or anyone purporting to represent Seller gave or might have given, or which might be provided or implied by applicable Legal Requirement or commercial practice are hereby expressly excluded. Buyer acknowledges that, except as set forth in this Agreement (as modified by the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”Disclosure Schedules) or in that certain “Project Prime” data room administered by Datasite any Closing certificate, Closing affidavit or Ancillary Agreement expressly delivered at Closing pursuant Sections 9.3(d), (the “Dataroom”e), (f), (g) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoing(i), no Seller neither Seller, Parent nor any of its Advisors or any other Person purporting to represent Seller will have or be subject to any Liability whatsoever liability or indemnification obligation to Purchaser, Buyer or any other Person, its Affiliates resulting from the distribution distribution, communication or furnishing to Purchaser Buyer (whether in written or any of its Affiliates or Advisorsoral form), or Purchaser’s or any use by Buyer, of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser Buyer, confidential information memoranda or any of its Affiliates or Advisors in the Dataroom or otherwise management interviews and presentations made available to Buyer in expectation of the Transactions transactions contemplated by this Agreement (but expressly excluding the information contained within this Agreement or the Disclosure Schedules). Seller does not make any discussions with respect representations or warranties to any Buyer regarding the probable success or future profitability of the foregoing informationBusiness.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) ARTICLE 5, none of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)Parent, Purchaser acknowledges and agrees that no Seller Merger Sub or any of their Affiliates nor any other Person on behalf of any Seller makes, and neither Purchaser of them is making or has relied on, is relying on, or will rely on the accuracy or completeness of made any express or implied representation or warranty of any kind or nature whatsoever, including with respect to any SellerParent, the Acquired Assets, its Subsidiaries or the Assumed Liabilities their respective businesses or with respect to any informationother information provided, statementsor made available, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (to the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser Company or any of its Representatives or Affiliates in connection with the Transactions, including the accuracy or Advisors completeness thereof, and Parent and Merger Sub hereby expressly disclaim any such other representations or warranties. Parent and Merger Sub acknowledge and agree that, except for the representations and warranties made by the Company in this Agreement (as qualified by the applicable items disclosed in the Company Disclosure Schedules), neither the Company nor any other Company Related Party is making or has made any representations or warranties, expressed or implied, at law or in equity, with respect to or on behalf of Sellers the Company, their businesses, operations, assets, liabilities, financial 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 the accuracy or completeness of any of their Affiliates or Advisors. Without limiting information regarding the foregoing, no Seller nor any of its Advisors Company or any other Person will have matter furnished or be subject provided to any Liability whatsoever to Purchaser, Parent or any other Person, resulting from the distribution to Purchaser Merger Sub or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser Parent, Merger Sub or their Representatives in any of “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions. Parent and Merger Sub are not relying and specifically disclaim that they are relying upon or have relied upon any such other representations or warranties that may have been made by any Person, and acknowledge and agree that the Company and its Affiliates or Advisors in the Dataroom or otherwise in expectation have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Parent and Merger Sub have conducted their own independent investigation of the Company and the Transactions or any discussions and have had an opportunity to discuss and ask questions regarding the Company with respect to any the management of the foregoing informationCompany.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article III (as qualified by ARTICLE 4, none of the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) Company or any of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller its Affiliates nor any other Person on behalf of any Seller makes, and neither Purchaser of them is making or has relied on, is relying on, or will rely on the accuracy or completeness of made any express or implied representation or warranty of any kind or nature whatsoever, including with respect to any Seller, the Acquired Assets, or the Assumed Liabilities Company or with respect to any informationother information provided, statementsor Made Available, disclosuresto Parent, documentsMerger Sub or their respective Representatives or Affiliates in connection with the Transactions, projectionsincluding the accuracy or completeness thereof, forecasts and the Company hereby expressly disclaims any such other representations and warranties. The Company acknowledges and agrees that, except for the representations and warranties made by Parent and Merger Sub in this Agreement (as qualified by the applicable items disclosed in the Parent Disclosure Schedules), none of Parent, Merger Sub or any other material of Person is making or has made any nature made available representations or provided by any Person (including in any presentations warranty, expressed or other materials prepared by Seller Broker) (the “Information Presentation”) implied, at law or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) equity, with respect to or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers Parent, Merger Sub or any of their Affiliates Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or Advisors. Without limiting financial results, estimates, projections, forecasts, plans or prospects (including the foregoingreasonableness of the assumptions underlying such estimates, no Seller nor projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent, Merger Sub or any of its Advisors their Subsidiaries or any other Person will have matter furnished or be subject provided to any Liability whatsoever to Purchaser, the Company or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser the Company or its Representatives in any of its Affiliates “data rooms,” “virtual data rooms,” management presentations or Advisors in the Dataroom or otherwise any other form in expectation of of, or in connection with, this Agreement or the Transactions Transactions. The Company is not relying upon and specifically disclaims that it is relying upon or has relied upon any discussions with respect to such other representations or warranties that may have been made by any of the foregoing informationPerson, and acknowledges and agrees that Parent, Merger Sub and their Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations or Warranties. Except Each of Parent and Merger Sub acknowledges and agrees that, except for the representations and warranties expressly contained set forth in Article III, (a) the Company does not make, and has not made, any representations or warranties relating to the Company or any of its Subsidiaries, or their respective properties, assets or businesses, or otherwise in connection with this Agreement, the Merger or the other Transactions, and each of Parent and Merger Sub is not relying on any representation or warranty except for those expressly set forth in Article III III, (as qualified b) no Person has been authorized by the Schedules and Company to make any representations or warranty relating to the Company or any of its Subsidiaries, or their respective properties, assets or businesses, or otherwise in accordance connection with the express terms and conditions (including limitations and exclusions) of this Agreement, the Merger or the other Transactions and, if made, any such representation or warranty will not be relied upon by either Parent or Merger Sub as having been authorized by the Company, (c) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)no Person shall have or be subject to any liability to Parent, Purchaser acknowledges and agrees that no Seller nor Merger Sub or any other Person on behalf of resulting from the distribution to Parent, Merger Sub or any Seller makes, and neither Purchaser has relied on, is relying onother Person, or will rely on the accuracy Parent’s, Merger Sub’s or completeness any other Person’s use, of any express or implied representation or warranty with respect to any Seller, the Acquired Assets, or the Assumed Liabilities or with respect to any information, statementsdocuments or materials provided, disclosures, documents, projections, forecasts addressed or other material of any nature otherwise made available to Parent, Merger Sub or provided by any other Person in any physical or electronic form (including in any “virtual data room”), management presentations, memoranda or in any other form in expectation of the Merger, and (d) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other information, documents or materials prepared by Seller Broker) (the “Information Presentation”) provided, addressed or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere otherwise made available to Purchaser Parent, Merger Sub or any other Person are not and will not be deemed to be or include representations or warranties unless any such materials or information is the subject of its Affiliates any express representation or Advisors on behalf of Sellers or any of their Affiliates or Advisorswarranty set forth in Article III. Without limiting the foregoing, no Seller nor Parent and Merger Sub acknowledge and agree that none of the Company, any of its Advisors Subsidiaries or any other Person will have has made any representation or be subject warranty as to the accuracy, completeness or achievement of any Liability whatsoever financial projections, forecasts, cost estimates, capital budgets, business plans or similar information relating to Purchaser, or any other Person, resulting from the distribution to Purchaser Company or any of its Affiliates Subsidiaries or Advisorstheir respective properties, assets or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing informationbusinesses.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) 5, none of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)Parent, Purchaser acknowledges and agrees that no Seller Merger Sub or any of its Affiliates nor any other Person on behalf of any Seller makes, and neither Purchaser of them makes or has relied on, is relying on, or will rely on the accuracy or completeness of made any express or implied representation or warranty with respect to any SellerParent, the Acquired Assets, its Subsidiaries or the Assumed Liabilities their respective businesses or with respect to any informationother information provided, statementsor made available, disclosuresto the Company, documentsits Subsidiaries or their respective Representatives or Affiliates in connection with the Transactions, projectionsincluding the accuracy or completeness thereof. Parent and Merger Sub acknowledge and agree that, forecasts except for the representations and warranties made by the Company in Article 4 (as qualified by the applicable items disclosed in the Company Disclosure Schedules), neither the Company nor any other Person is making or other material of has made any nature made available representations or provided by any Person (including in any presentations warranties, expressed or other materials prepared by Seller Broker) (the “Information Presentation”) implied, at law or in that certain “Project Prime” data room administered by Datasite (equity, with respect to or on behalf of the “Dataroom”) or elsewhere to Purchaser Company or any of its Affiliates Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or Advisors on behalf financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of Sellers the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any of their Affiliates or Advisors. Without limiting information regarding the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser Company or any of its Affiliates or Advisors, or Purchaser’s Subsidiaries or any of its Affiliates’ other matter furnished or Advisors’ use of provided to Parent or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts Merger Sub or other material made available to Purchaser Parent, Merger Sub or their Representatives in the Data Room or any of other “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions. Parent and Merger Sub are not relying and specifically disclaim that they are relying upon or have relied upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates or Advisors in the Dataroom or otherwise in expectation have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Parent and Merger Sub have conducted their own independent investigation of the Company and the Company Subsidiaries and the Transactions or any discussions and have had an opportunity to discuss and ask questions regarding the Company and the Company Subsidiaries’ businesses with respect to any the management of the foregoing informationCompany.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained in this Article III (as qualified by 9 or in any Ancillary Implementing Agreement, neither GSK Parent, the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) other Transferors nor any of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)their respective Affiliates, Purchaser acknowledges and agrees that no Seller nor representatives or any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of makes any express or implied representation or warranty with respect to any SellerGSK Parent, the Acquired other Transferors, the Conveyed Subsidiary or any of their respective Subsidiaries or Affiliates (other than JVCo and its Subsidiaries), the Transferring Assets, or the Assumed Transferring Businesses, the Consumer Healthcare Business Liabilities or with respect to any other information provided, or made available, to JVCo or any of its Subsidiaries in connection with the transactions contemplated hereby. Except as expressly set forth in the warranties contained in this Article 9 or in any Ancillary Implementing Agreement, neither GSK Parent nor any of its Affiliates (other than JVCo and its Subsidiaries), representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of the Transferring Businesses or their respective profitability, or with respect to any forecasts, projections or business plans or other information delivered to JVCo or any of its Subsidiaries in connection with its review of the Transferring Assets, the Transferring Businesses and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the warranties contained in this Article 9 or in any Ancillary Implementing Agreement, neither GSK Parent, the other Transferors nor any of their respective Affiliates (other than JVCo and its Subsidiaries), representatives or any other Person will have, or be subject to, any Liability or other obligation to JVCo or any of its Subsidiaries or any other Person resulting from the sale and purchase of the Transferring Assets or the Transferring Businesses to JVCo or JVCo’s use of, or the use by any of their Subsidiaries of, any information, statements, disclosuresincluding information, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoingforecasts, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts business plans or other material made available to Purchaser JVCo by, or on behalf of, GSK Parent, the other Transferors or any of its their respective Affiliates or Advisors representatives. Each of GSK Parent and the other Transferors and their respective Affiliates (other than JVCo and its Subsidiaries) disclaims any and all representations and warranties, whether express or implied, except for the warranties contained in this Article 9 or in any Ancillary Implementing Agreement. Notwithstanding anything to the Dataroom contrary contained in this Agreement, neither GSK Parent, the other Transferors nor any of their respective Affiliates (other than JVCo and its Subsidiaries) makes any express or otherwise in expectation of the Transactions implied representation or any discussions warranty with respect to any of Excluded Assets, the foregoing informationGSK Business or the GSK Retained Liabilities.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article III ARTICLE II, (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusionsa) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no neither Seller nor any other Person makes any representation or warranty (whether express or implied) on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any express or implied representation or warranty with respect to any Seller, the Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their respective Representatives in connection with this Agreement, the other Transaction Agreements, the Business, the Purchased Assets, the Assumed Liabilities, Seller, any of Seller’s Affiliates or Advisors. Without limiting the foregoingTransactions, no and (b) Seller nor hereby disclaims any of its Advisors such representation or warranty, express or implied, oral or written (including, without limitation, any representation or warranty in the CIM) or any other Person will have implied representation or be subject warranty as to condition, value, merchantability, non-infringement, validity, completeness, fitness or suitability for any Liability whatsoever specific purpose, or as to future revenue, profitability or success of the Business, notwithstanding the delivery or disclosure to Purchaser, its Affiliates or their Representatives of any materials, documentation or other information during the course of due diligence or any negotiation process in contemplation of any of the Transactions (including, without limitation, the CIM, any other Personinformation memoranda, resulting from the distribution to data room materials, projections, estimates, management presentations, budgets and financial data and reports); provided that Purchaser does not hereby waive any claim for actual fraud, gross negligence or criminal misconduct by Seller, any of its Affiliates or Advisorsany of their respective Representatives in connection with the Transactions. Notwithstanding anything to the contrary contained herein, no representation or warranty contained in this ARTICLE II is intended to, or Purchaser’s does, cover or otherwise pertain to any assets that are not included in the Purchased Assets or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors Liabilities that are not included in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing informationAssumed Liabilities.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained made by AGM, AGM Merger Sub and AHL Merger Sub in this Article III (as qualified by IV, in any certificate delivered pursuant to Sections 6.03(a)-(c) or in the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) case of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)fraud or willful breach, Purchaser acknowledges and agrees that no Seller nor none of AGM, AGM Merger Sub, AHL Merger Sub or any other Person on behalf of makes any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any other express or implied representation or warranty with respect to AGM, any Sellerof its Subsidiaries, AGM Merger Sub, AHL Merger Sub or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the Acquired Assetsdelivery or disclosure to AHL or any of its Representatives of any documentation, forecasts or the Assumed Liabilities or other information with respect to any informationone or more of the foregoing, statementsand AHL acknowledges the foregoing. In particular, disclosuresand without limiting the generality of the foregoing, documentsexcept for the representations and warranties made by AGM, projectionsAGM Merger Sub and AHL Merger Sub in this Article IV, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”certificate delivered pursuant to Sections 6.03(a)-(c) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) case of fraud or elsewhere willful breach, none of AGM, AGM Merger Sub, AHL Merger Sub or any other Person makes or has made any express or implied representation or warranty to Purchaser AHL or any of its Affiliates Representatives with respect to (i) any financial projection, forecast, estimate, budget or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoingprospect information relating to AGM, no Seller nor any of its Advisors Subsidiaries, AGM Merger Sub, AHL Merger Sub or their respective businesses, (ii) any other judgment based on actuarial principles, practices or analyses by any Person will have or be subject as to the future satisfaction or outcome of any Liability whatsoever assumption or otherwise concerning reserves for losses, loss adjustment expenses or uncollectible reinsurance or (iii) any oral or written information presented to Purchaser, or any other Person, resulting from the distribution to Purchaser AHL or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors Representatives in the Dataroom course of their due diligence investigation of AGM, AGM Merger Sub or otherwise in expectation AHL Merger Sub, the negotiation of this Agreement or the course of the Transactions or any discussions with respect to any of the foregoing informationTransactions.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) 5, none of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)Parent, Purchaser acknowledges and agrees that no Seller Merger Sub or any of its Affiliates nor any other Person on behalf of any Seller makes, and neither Purchaser of them makes or has relied on, is relying on, or will rely on the accuracy or completeness of made any express or implied representation or warranty with respect to any SellerParent, the Acquired Assets, its Subsidiaries or the Assumed Liabilities their respective businesses or with respect to any informationother information provided, statementsor made available, disclosuresto the Company, documentsits Subsidiaries or their respective Representatives or Affiliates in connection with the Transactions, projectionsincluding the accuracy or completeness thereof. Parent and Merger Sub acknowledge and agree that, forecasts except for the representations and warranties made by the Company in Article 4 (as qualified by the applicable items disclosed in the Company Disclosure Schedules), neither the Company nor any other Person is making or other material of has made any nature made available representations or provided by any Person (including in any presentations warranty, expressed or other materials prepared by Seller Broker) (the “Information Presentation”) implied, at law or in that certain “Project Prime” data room administered by Datasite (equity, with respect with respect to or on behalf of the “Dataroom”) or elsewhere to Purchaser Company or any of its Affiliates Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or Advisors on behalf financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of Sellers the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any of their Affiliates or Advisors. Without limiting information regarding the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser Company or any of its Affiliates or Advisors, or Purchaser’s Subsidiaries or any of its Affiliates’ other matter furnished or Advisors’ use of provided to Parent or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts Merger Sub or other material made available to Purchaser Parent, Merger Sub or their Representatives in any of “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions. Parent and Merger Sub are not relying and specifically disclaim that they are relying upon or have relied upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates or Advisors in the Dataroom or otherwise in expectation have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Parent and Merger Sub have conducted their own independent investigation of the Company and its Subsidiaries and the Transactions or any discussions and have had an opportunity to discuss and ask questions regarding the Company and its Subsidiaries’ businesses with respect to any the management of the foregoing informationCompany.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III (as qualified by IV, neither Seller Parent, the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller other Sellers nor any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of their respective Affiliates makes any express or implied representation or warranty with respect to any SellerSeller Parent, the Acquired other Sellers, the Conveyed Subsidiaries or any of their respective Subsidiaries or Affiliates, the Purchased Assets, or the Assumed Liabilities Business or with respect to any informationother information provided, statementsor made available, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or AdvisorsRepresentatives in connection with the transactions contemplated hereby. Without limiting the foregoing, no Neither Seller Parent nor any of its Advisors Affiliates has made any representation or warranty, express or implied, as to the prospects of the Business or its profitability for Purchaser, or with respect to any forecasts, projections or business plans prepared by or on behalf of the Sellers and delivered to Purchaser in connection with Purchaser’s review of the Business and the negotiation and execution of this Agreement. Neither Seller Parent, the other Sellers nor any other Person will have, or be subject to, any liability or other obligation to Purchaser, its Affiliates or Representatives or any other Person will have or be subject to any Liability whatsoever to resulting from Purchaser’s use of, or any other Person, resulting from the distribution to Purchaser or use by any of its Affiliates or Advisors, or Purchaser’s or Representatives of any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser Purchaser, its Affiliates or any of its Affiliates their respective Representatives in a virtual data room, confidential information memorandum, management presentations, offering materials, site tours or Advisors in the Dataroom visits, diligence calls or otherwise in expectation of the Transactions meetings or any discussions documents prepared by, or on behalf of, Seller Parent or its Affiliates, or any of Purchaser’s potential financing sources in connection with Purchaser’s financing activities with respect to the transactions contemplated by this Agreement, unless any such information is expressly and specifically included in a representation or warranty contained in this Article IV. Each of Seller Parent and the other Sellers and their respective Affiliates disclaims any and all other representations and warranties, whether express or implied. Notwithstanding anything to the contrary contained in this Agreement, neither Seller Parent, the other Sellers nor any of their respective Affiliates makes any express or implied representation or warranty with respect to Excluded Assets, Retained Businesses or Retained Liabilities. None of the foregoing informationin this Section 4.24 shall in any event be deemed to relieve any Party from Liability for fraud.

No Other Representations or Warranties. Except Purchaser, on its own behalf and on behalf of each of its Affiliates, hereby acknowledges and agrees that, except for the representations and warranties expressly of Sellers contained in this Section 3.1, the representations and warranties of the Company contained in Article III (as qualified by IV, none of Sellers, the Schedules and in accordance with Transferred Entities, the express terms and conditions (including limitations and exclusions) New Entities, any of this Agreement) (their respective Affiliates, any representatives of the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller nor foregoing or any other Person has made, shall be deemed to have made or makes, and each of Purchaser and its Affiliates is not relying upon, any representation or warranty, express or implied, oral or written, at law or in equity, made by or on behalf of any Seller makessuch Person with respect to Sellers, and neither Purchaser has relied onthe Transferred Entities, is relying onthe New Entities or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or will rely on with respect to the accuracy or completeness of any express information provided or implied made available to Purchaser, its Affiliates or any of their respective representatives or any other Person. Without limiting the generality of the foregoing, Purchaser, on its own behalf and on behalf of each of its Affiliates, hereby acknowledges and agrees that none of Sellers, the Transferred Entities, the New Entities, their respective Affiliates, any representatives of any of the foregoing or any other Person has made, shall be deemed to have made, or makes any representation or warranty with respect to any Sellerprojections, forecasts, plans, estimates, budgets or other information regarding 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 the Transferred Entities, the Acquired Assets, New Entities or the Assumed Liabilities future business, operations or with respect to affairs of the Transferred Entities and/or the New Entities. Purchaser, on its own behalf and on behalf of each of its Affiliates, hereby expressly disclaims any information, statements, disclosures, documents, projections, forecasts such representation or other material of any nature made available warranty described in this Section 3.2(j) notwithstanding the delivery or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere disclosure to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors respective representatives or any other Person will have of any documentation or be subject to other information by any Liability whatsoever to PurchaserSeller, any Transferred Entity, any New Entity, any of their respective Affiliates or any representatives of any of the foregoing or any other Person, resulting from the distribution and no such Person will have any liability to Purchaser or any of its Affiliates or AdvisorsPurchaser, or Purchaser’s or any of its Affiliates’ , any of their respective representatives, or Advisors’ any other Person resulting from or in connection with the use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing information.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III (as qualified by III, none of Seller, the Schedules and in accordance with FH Share Sellers, the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller FH Asset Sellers nor any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of their respective Affiliates makes any express or implied representation or warranty with respect to any Seller, the FH Share Sellers, the FH Asset Sellers, the Transferred FH Companies or their Closing Subsidiaries or any of their respective Affiliates, the FH Shares, the Acquired FH Assets, or the Assumed Liabilities FH Assets, the FH Business or with respect to any informationother information provided, statementsor made available, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser Buyer or any of its Affiliates Affiliates, agents or Advisors on behalf representatives in connection with the transactions contemplated hereby. None of Seller, the FH Share Sellers, the FH Asset Sellers or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever liability or other obligation to PurchaserBuyer, its Affiliates, agents or representatives or any other Person, Person resulting from the distribution sale of the FH Shares or the Acquired FH Assets to Purchaser Buyer or Buyer’s use of, or the use by any of its Affiliates or Advisors, or Purchaser’s or any representatives of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of Buyer, its Affiliates or Advisors representatives in any “data rooms,” teaser, confidential information memorandum or management presentations in connection with the Dataroom transactions contemplated by this Agreement, unless any such information is expressly and specifically included in a representation or otherwise warranty contained in expectation this Article III. Each of Seller, the Transactions FH Asset Sellers and the FH Share Sellers and their Affiliates disclaims any and all other representations and warranties, whether express or implied. Notwithstanding anything to the contrary contained in this Agreement, neither Seller, the FH Share Sellers, the FH Asset Sellers nor any discussions of their respective Affiliates makes any express or implied representation or warranty with respect to any of the foregoing informationExcluded Assets, Excluded Businesses or Retained Liabilities.

No Other Representations or Warranties. Except for the express written representations and warranties expressly contained made by Purchaser and Parent in this Article III (as qualified by the Schedules Agreement and in accordance with the express terms and conditions (including limitations and exclusions) of any instrument or other document delivered pursuant to this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller nor none of Purchaser, Parent or any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of makes any express or implied representation or warranty with respect to Purchaser, Parent or any Sellerof their respective Affiliates or any of their respective businesses, the Acquired Assetsoperations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the Assumed Liabilities transactions contemplated by this Agreement, and Purchaser and Parent expressly disclaims any such other representations or with respect to any informationwarranties and the Company acknowledges and agrees that it has relied solely on the results of its and its Subsidiaries’ and its and their respective Representatives’ independent investigations, statements, disclosures, documents, projections, forecasts or other material and none of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser Company or any of its Affiliates Subsidiaries or Advisors any of its or their respective Representatives has relied on behalf of Sellers and none are relying on any representations or warranties regarding Purchaser and Parent or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser respective Subsidiaries or any of its Affiliates or Advisorstheir respective Representatives, or Purchaser’s or other than the express written representations and warranties expressly set forth in this Agreement and in any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts instrument or other material made available document delivered pursuant to Purchaser or any of its Affiliates or Advisors this Agreement; provided, however, that notwithstanding anything to the contrary set forth in the Dataroom or otherwise foregoing provisions of this Schedule B21, nothing in expectation of this Schedule B21 shall limit the Transactions or any discussions Company’s remedies with respect to claims of fraud in connection with, arising out of or otherwise related to the express written representations and warranties made by Purchaser or Parent in this Agreement and in any instrument or other document delivered pursuant to this Agreement or any Intentional Breach of any representation, warranty, covenant or agreement in this Agreement. EXHIBIT A FORM OF APPROVAL RESOLUTION (attached) EXHIBIT A FORM OF APPROVAL RESOLUTION BE IT RESOLVED as an ordinary resolution that: 1. The issuance by Cronos Group Inc. (the “Company”) to Altria Summit LLC (“Purchaser”) in a private placement transaction (the “Investment”) of (i) 146,220,892 common shares (“Common Shares”) in the capital of the foregoing informationCompany (subject to adjustment in accordance with the terms of the Subscription Agreement (as defined below)) and (ii) one warrant (the “Warrant”) of the Company entitling the holder thereof, upon the valid exercise thereof, to acquire, accept and receive from the Company an aggregate of 72,207,848 Common Shares (subject to adjustment in accordance with the terms of the Subscription Agreement and to the terms and conditions of the warrant certificate (the “Warrant Certificate”) representing and evidencing the Warrant, including those relating to the adjustment of the number of Common Shares issuable upon the exercise of the Warrant), in each case subject to the terms and conditions of the subscription agreement, dated as of December 7, 2018, entered into by and among the Company, Purchaser and Altria Group, Inc. (“Parent”), as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms therein (the “Subscription Agreement”), which Investment could “materially affect control” (as defined in the Toronto Stock Exchange Company Manual, as amended) of the Company, and the performance by the Company of its obligations under the Subscription Agreement and the Warrant Certificate, all as more particularly described in the management information circular of the Company dated [•], [2018] (the “Company Circular”) filed in connection with special meeting of shareholders of the Company expected to be held on [•] [•], 2019 (the “Company Meeting”), as it may be amended, modified or supplemented from time to time in accordance with the Subscription Agreement, is hereby authorized and approved.

No Other Representations or Warranties. Except for the representations and warranties expressly contained made by the Company in this Article III (as qualified by III, none of the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) Company, any of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller nor its Subsidiaries or any other Person makes any representations or warranties on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any express or implied representation or warranty with respect to any Seller, the Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser Company or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or AdvisorsSubsidiaries. Without limiting the foregoingrepresentations and warranties made by the Company in this Article III, no Seller neither the Company nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever liability or indemnification obligation to PurchaserParent, Merger Sub or any other Person, Person resulting from the distribution to Purchaser Parent or any of its Affiliates or AdvisorsMerger Sub, or PurchaserParent’s or any of its Affiliates’ or Advisors’ Merger Sub’s use of or reliance onof, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser Parent or Merger Sub in certain “data rooms” or management presentations in expectation of the Transactions. Each of Parent and Merger Sub acknowledges and agrees that it (a) has had an opportunity to discuss the business of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries and (ii) the electronic dataroom maintained by the Company for purposes of the Transactions, (c) has been afforded the opportunity to ask questions of and receive answers from officers and other key employees of the Company, and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the Transactions, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of its Affiliates or Advisors in Subsidiaries, other than the Dataroom or otherwise in expectation representations and warranties of the Transactions Company expressly contained in this Article III, and that all other representations and warranties are specifically disclaimed. For the avoidance of doubt, neither the Company nor any of its Affiliates makes any other express or any discussions implied representation or warranty with respect to any of “Information” as defined in the foregoing informationConfidentiality Agreement, dated March 14, 2016, between the Company and Parent (the “Confidentiality Agreement”) or “May 31 Synergy Information” as defined in the Confidentiality Agreement, dated May 31, 2016, between the Company and Parent (the “Synergy Confidentiality Agreement”).

No Other Representations or Warranties. Except for the express written representations and warranties expressly made by Parent, Intermediate Holdco and Merger Sub contained in this Article III (as qualified by IV and the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warrantiescertificate delivered pursuant to Section 7.3(c), Purchaser acknowledges and agrees that no Seller neither Parent, Intermediate Holdco, Merger Sub nor any Representative or other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of either makes any express or implied representation or warranty with respect to any Seller, the Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers them or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or their respective business, assets, Liabilities, financial condition or results of operations or with respect to any other information provided to the Company in connection with the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Section 4.12 shall limit any remedy available to the Company in the event of fraud with respect to the representations and warranties made by Parent, Intermediate Holdco or Merger Sub in this Agreement. Parent, Intermediate Holdco and Xxxxxx Sub each acknowledges and agrees (in each case individually and on behalf of each of their respective controlled Affiliates, each of the direct and indirect stockholders, partners, managers or other equity or security holders of Parent, Intermediate Holdco, Merger Sub or any of their respective Affiliates and any Representative of any of the foregoing (each, a “Parent Related Party” and, collectively, the “Parent Related Parties”)), that, except for the representations and warranties expressly set forth in Article III and the certificate delivered pursuant to Section 7.2(d) or in any Support Agreement (a) none of the Company, any Affiliates thereof, any direct or indirect stockholder, partner, manager or other equity or security holder of the Company or any Affiliate thereof or any Representative of any of the foregoing (each, a “Company Related Party” and, collectively, the “Company Related Parties”) or any other Person will makes, or has made, any representations or warranties relating to itself or its business, the Company or its business or any other matter in connection with the entry into this Agreement, the Merger and the other transactions contemplated hereby, and none of Parent, Intermediate Holdco, Merger Sub or any other Parent Related Party is relying or has relied on (and each of Parent, Intermediate Holdco and Merger Sub expressly disclaims reliance on) any representation or warranty of any of the Company or any Company Related Party or any other Person except for the representations and warranties of the Company expressly set forth in Article III of this Agreement, in the certificate delivered pursuant to Section 7.2(d) or in any Support Agreement (b) other than in any Support Agreement, no Person has been authorized by the Company or any Company Related Party to make any representation or warranty relating to the Company or any Company Related Party or any of their respective businesses or any other matter in connection with the entry into this Agreement, the Merger and the other transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any Parent Related Party or any other Person as having been authorized by the Company or any Company Related Party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Intermediate Holdco, Merger Sub or any Parent Related Party or any other Person are not and shall not be deemed to be or include representations or warranties of the Company (and have not been relied upon by Parent, Intermediate Holdco, Merger Sub or be subject to any Liability whatsoever to Purchaser, Parent Related Party or any other Person, resulting from ) except (and only to the distribution to Purchaser extent that) an express representation or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including warranty is made by the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions Company with respect to any such materials or information in an express representation or warranty of the Company set forth in Article III, in the certificate delivered pursuant to Section 7.2(d) or in any Support Agreement; provided that the foregoing informationshall not limit any remedy available to Parent in the event of fraud with respect to the representations and warranties made by the Company in this Agreement.

No Other Representations or Warranties. Except for the representations and warranties expressly contained made by Parent in this Article IV (as qualified by the applicable items disclosed in the Parent Disclosure Letter in accordance with Section 10.17 and the introduction to this Article IV) (but without limiting any representations and warranties in any Ancillary Agreement), neither Parent nor any other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms”, “virtual data rooms”, management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Parent acknowledges and agrees that, except for the representations and warranties made by the Company in Article III (as qualified by the Schedules and applicable items disclosed in the Company Disclosure Letter in accordance with Section 10.17 and the express terms and conditions (including limitations and exclusions) of this Agreementintroduction to Article III) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations but without limiting any representations and warrantieswarranties in any Ancillary Agreement), Purchaser acknowledges and agrees that no Seller neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of any Seller makes, and neither Purchaser has relied on, is relying onthe Company or its Subsidiaries, or will rely on the accuracy or completeness of any express information regarding the Company or implied representation its Subsidiaries or warranty with respect any other matter furnished or provided to Parent or made available to Parent in any Seller“data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, the Acquired Assetsor in connection with, this Agreement, or the Assumed Liabilities Transactions. Parent is not relying upon, and has not relied upon, any other representations, warranties, statements or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature information that may have been made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of connection with the Transactions or otherwise, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any discussions with respect to any of the foregoing information.other representations and warranties. ARTICLE V

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) 5, none of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)Parent, Purchaser acknowledges and agrees that no Seller nor Merger Sub or any of their respective Representatives or Affiliates or any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of such Persons makes any express or implied representation or warranty with respect to any Seller, the Acquired Assets, or the Assumed Liabilities them or with respect to any informationother information provided to the Company in connection with the transactions contemplated hereby. Parent and Merger Sub (on their own behalf and on behalf of their respective Affiliates and each of their respective Representatives) each acknowledges and agrees that, statementsexcept for the representations and warranties expressly set forth in Article 4 of this Agreement (as qualified by the Company Disclosure Schedule), disclosures(a) neither the Company, documentsits Subsidiaries nor any of their respective Affiliates or Representatives makes, projectionsor has made, forecasts any representations or warranties relating to itself or its business or otherwise in connection with the Merger or the Offer, the other material matters contemplated by this Agreement and the entry into this Agreement by the parties hereto, and none of Parent, Merger Sub, their Affiliates and their respective Representatives are relying on or has relied on any nature made available representation or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (warranty of the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser Company or any of its Affiliates Subsidiaries except for those expressly set forth in Article 4 of this Agreement; (b) no Person has been authorized by the Company or Advisors on behalf any of Sellers its Subsidiaries to make any representation or warranty relating to the Company or any of its Subsidiaries or their businesses or otherwise in connection with the Merger or the Offer, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party; and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided, addressed or otherwise made available to Parent, Merger Sub or any of their Affiliates Representatives are not and shall not be deemed to be or Advisors. Without limiting include representations or warranties of the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser Company or any of its Affiliates Subsidiaries (and no such representation or Advisors, warranty has been made or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, relied on with respect thereto) unless and only to the extent any such information, including materials or information is the Information Presentation, subject of any information, statements, disclosures, documents, projections, forecasts express representation or other material made available to Purchaser or any warranty set forth in Article 4 of its Affiliates or Advisors in this Agreement (as qualified by the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing informationCompany Disclosure Schedule).

No Other Representations or Warranties. Except for the representations and warranties expressly contained of the Seller Parties set forth in this Article III Agreement, Buyer (as qualified by the Schedules on behalf of itself and in accordance with the express terms and conditions (including limitations and exclusionsits Affiliates) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller nor representation or warranty of any other Person kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of any Seller makesParty or any of its Affiliates, and neither Purchaser has relied oneach Seller Party hereby disclaims, is relying onand Buyer (on behalf of itself and its Affiliates) hereby disclaims any reliance upon, any such representation or will rely on warranty, and notwithstanding the accuracy delivery or completeness disclosure to Buyer or any of its representatives or Affiliates of any express documentation or implied other information by the Seller Parties or any of their representatives or Affiliates with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, Buyer acknowledges that the Seller Parties make no representation or warranty with respect to any Sellerprojections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) with respect to the Business, the Acquired Assets, Transferred Assets or the Assumed Liabilities Liabilities. Buyer also acknowledges that no employee or with respect representative of either Seller Party has been authorized to make any informationstatements or representations, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including than those specifically contained in any presentations or other materials prepared by this Agreement. Buyer further acknowledges and understands that the Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere Parties make no representation as to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to whether any of the foregoing informationSpecified Business Employees will accept offers of employment from Buyer.

No Other Representations or Warranties. Except for the representations and warranties of Seller expressly contained set forth in this Article III (as qualified by the Schedules 2 and in accordance with the express terms and conditions (including limitations and exclusions) of any Ancillary Agreement delivered by Seller pursuant to this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no neither Seller nor any other Person on behalf of makes any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any other express or implied representation or warranty on behalf of Seller with respect to the Shares, the Company, the Company’s Subsidiaries, the Business or the Transactions. The representations and warranties made in this Article 2 and in any Ancillary Agreement with respect to Seller, the Acquired AssetsShares, the Company, the Company’s Subsidiaries, the Business and the Transactions are in lieu of all other representations and warranties Seller might have given Purchasers, including implied warranties of merchantability and implied warranties of fitness for a particular purpose. Purchasers acknowledge that all other warranties that Seller or any Person purporting to represent Seller gave or might have given, or the Assumed Liabilities which might be provided or implied by applicable Law or commercial practice, with respect to any informationSeller, statementsthe Shares, disclosuresthe Company, documentsthe Company’s Subsidiaries or the Business, projections, forecasts or other material are hereby expressly excluded. Except for the representations and warranties of any nature made available or provided by any Person (including Seller expressly set forth in this Article 2 and in any presentations or other materials prepared Ancillary Agreement delivered by Seller Broker) (the “Information Presentation”) or in pursuant to this Agreement, Purchasers acknowledge that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoing, no neither Seller nor any of its Advisors other Person will have, or be subject to, any Liability or indemnification obligation to Purchasers or any other Person will have resulting from, and Purchasers are not relying on, the distribution in written or be subject oral communication to any Liability whatsoever to PurchaserPurchasers, or any other Personuse by Purchasers, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors Purchasers in the Dataroom Datasite, confidential information memoranda or otherwise management interviews and presentations in expectation furtherance of the Transactions or any discussions with respect to any of the foregoing informationTransactions.

No Other Representations or Warranties. Except for the The representations and warranties expressly contained by Parent and Merger Sub set forth in this Article III (as qualified by Agreement constitute the Schedules sole and exclusive representations and warranties of such parties in accordance connection with the express terms transactions contemplated hereby, and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)Company understands, Purchaser acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by Pxxxxx and Merger Sub. The Company represents, warrants, acknowledges and agrees that (a) neither Parent nor Mxxxxx Sub has made or is making any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except as provided in Article 5, (b) it is not relying and has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except as provided in Article 5 and (c) no Seller employee, agent, advisor or other representative of Parent or Merger Sub has made or is making any representations or warranties whatsoever regarding the subject matter of this Agreement. Except as provided in Article 5, without limiting the foregoing, the Company represents, warrants, acknowledges and agrees that (i) neither Parent nor any other Person on behalf of its Representatives has made any Seller makesrepresentation or warranty, and neither Purchaser has relied onwhether express or implied, is relying on, or will rely on as to the accuracy or completeness of any express information regarding Parent or implied representation its Affiliates furnished or warranty with respect to any Seller, the Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person to the Company and its Representatives, except as expressly set forth in this Agreement and (including in any presentations or other materials prepared by Seller Brokerii) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any none of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoingParent, no Seller nor any of its Advisors Merger Sub or any other Person will have or shall be subject to any Liability whatsoever liability to Purchaserthe Company or any other Person resulting from Parent’s or Merger Sub’s making available to the Company or the Company’s use of such information, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts documents or other material made available to Purchaser or the Company in any of its Affiliates or Advisors due diligence materials provided to the Company, including in the Dataroom “data room,” management presentations (formal or otherwise informal) or in expectation of any other form in connection with the Transactions or any discussions with respect to any of the foregoing informationtransactions contemplated by this Agreement.

No Other Representations or Warranties. Except Purchaser and FAT Brands, on the one hand, and Seller and VPC, on the other hand, expressly acknowledge and agree that, except for the representations and warranties expressly contained in this Article III of the applicable parties to the Management Agreement, the Transaction Agreement and the Asset Purchase Agreements (as qualified by defined in the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Transaction Agreement) as set forth therein, (the “Express Representations”a) (it being understood that Purchaser has relied only on such Express Representations and warranties)none of Seller, Purchaser acknowledges and agrees that no Seller nor VPC or any other Person acting on behalf of Seller or VPC is making any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any express or implied representation or warranty with respect to of any Sellerkind, whether express or implied, except as set forth in Article 4 as modified by the related Schedules, if any, delivered by or on behalf of Seller or VPC, (b) none of Purchaser, FAT Brands or any Person acting on behalf of Purchaser or FAT Brands is making any representation or warranty of any kind, whether express or implied, except as set forth in Article 5; and (c) the parties expressly disclaim any such other representation or warranty. Except as expressly set forth in Article 4, the Acquired AssetsAssets are sold “AS IS/WHERE IS” WITH ALL FAULTS AND DEFECTS and Purchaser accepts delivery of the Acquired Assets on such basis. Each of Purchaser and FAT Brands, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any itself and each other FAT Brands Party, hereby confirms to Seller and VPC, and each of their Affiliates or Advisors. Without limiting the foregoingSeller and VPC, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever confirms to Purchaser, that it is not relying on any representations or any warranties other Personthan (y) those set forth in Article 4 or Articles 5 and 8, resulting from respectively, and (z) the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation representations and warranties of the Transactions applicable parties to the Management Agreement, the Transaction Agreement and the Asset Purchase Agreements in determining whether to enter into the transactions contemplated by this Agreement, the Transaction Agreement, the Management Agreement or any discussions with respect to any of the foregoing informationAsset Purchase Agreements.

No Other Representations or Warranties. Except for the representations and warranties of Parent expressly contained set forth in this Article III (as qualified by Agreement and the Schedules and in accordance with Other Transaction Agreements, neither the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller Parent nor any other Person on behalf of makes any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any other express or implied representation or warranty with respect to any Seller, the Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material on behalf of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser Parent or any of its Affiliates Subsidiaries (including Wimbledon) with respect to Wimbledon, its Subsidiaries, the Snacks Business or Advisors on behalf the transactions contemplated by this Agreement and the Other Transaction Agreements. The representations and warranties made in this Agreement and the Other Transaction Agreements with respect to Wimbledon, its Subsidiaries, the Snacks Business and the transactions contemplated by this Agreement and the Other Transaction Agreements are in lieu of Sellers all other representations and warranties Parent and its Subsidiaries might have given Acquiror, including implied warranties of merchantability and implied warranties of fitness for a particular purpose. Acquiror acknowledges that all other warranties that Parent and its Subsidiaries or any of their Affiliates anyone purporting to represent Parent and its Subsidiaries gave or Advisorsmight have given, or which might be provided or implied by applicable Law or commercial practice, with respect to Wimbledon, its Subsidiaries, the Snacks Business, are hereby expressly excluded. Without limiting Acquiror acknowledges that, except as provided herein or the foregoingOther Transaction Agreements, no Seller neither Parent nor any of its Advisors or Subsidiaries nor any other Person acting on their behalf will have or be subject to any Liability whatsoever or indemnification obligation to Purchaser, Acquiror or any other Person, Person acting on its behalf resulting from the distribution in written or oral communication to Purchaser or any of its Affiliates or AdvisorsAcquiror, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentationby Acquiror of, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser Acquiror, confidential information memoranda or any of its Affiliates or Advisors in the Dataroom or otherwise management interviews and presentations in expectation of the Transactions or any discussions with respect to any of transactions contemplated by this Agreement and the foregoing informationOther Transaction Agreements.

No Other Representations or Warranties. Except for the representations and warranties as expressly contained set forth in this Article III (as qualified by III, neither the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller Company nor any other Person on behalf of the Company has made, nor are any Seller makesof them making, any representation or warranty, written or oral, express or implied, at law or in equity, in respect of the Company, its Subsidiaries or the business of the Company and its Subsidiaries in connection with the Merger or the other transactions contemplated hereby (including with respect to any financial projections), and any other such representations and warranties are hereby expressly disclaimed. The Buyer acknowledges and agrees that, except as set forth in this Article III, neither Purchaser has relied onthe Buyer nor any of the Buyer’s agents, employees or representatives is relying onon any other representation or warranty of the Company or any other Person, or will rely on including regarding the accuracy or completeness of any express such other representations or implied representation warranties or warranty the omission of any material information (including with respect to any Sellerfinancial projections), regardless of the Acquired Assetsforum in which such information has been made available (whether through an electronic dataroom, management presentation or the Assumed Liabilities otherwise), whether express or implied, in each case with respect to any information, statements, disclosures, documents, projections, forecasts or the Merger and the other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisorstransactions contemplated hereby. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing informationConfidential and Proprietary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

No Other Representations or Warranties. Except for None of Wellmont nor any affiliate thereof, nor any of their agents (financial, legal or otherwise), makes or has made any representations or warranties, express or implied, of any nature whatsoever relating to Wellmont or the Wellmont Subsidiaries or the business of Wellmont and the Wellmont Subsidiaries or otherwise in connection with the transactions contemplated by this Agreement, other than those representations and warranties of Wellmont expressly contained set forth in this Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller nor any other Person on behalf of any Seller makesARTICLE III. Wellmont hereby expressly disclaims, and neither Purchaser has relied on, MSHA acknowledges that it is not relying on, any other express or will rely on the accuracy implied representations or completeness of warranties with respect to any matter whatsoever, including any express or implied representation or warranty with respect as to any Seller, the Acquired Assets, or completeness of the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including information contained in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisorsthis Agreement. Without limiting the generality of the foregoing, no Seller MSHA acknowledges that none of Wellmont nor any of its Advisors affiliate or agents thereof has made, and shall not be deemed to have made, any other Person will have representations or be subject to any Liability whatsoever to Purchaserwarranties, express or implied, in, or any other Personconcerning the accuracy or completeness of, resulting from the distribution materials relating to Purchaser or any the business of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including Wellmont and the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material Wellmont Subsidiaries made available to Purchaser MSHA and its affiliates and agents, including due diligence materials, or in any presentation about the business of Wellmont and the Wellmont Subsidiaries by Xxxxxxxx, management of Wellmont or others in connection with the transactions contemplated by this Agreement, and no statement contained in any of such materials or made in any such presentation shall be a representation or warranty hereunder or otherwise or be relied upon by MSHA in executing, delivering and performing this Agreement. MSHA acknowledges that any cost estimates, projections or other predictions, any data, any future financial information or any memoranda or offering materials or presentations, including but not limited to, any confidential information memorandum or similar materials made available by Wellmont, its affiliates or agents are not and shall not be deemed to be or to include representations or warranties of Wellmont, and are not and shall not be relied upon by MSHA or its Affiliates or Advisors affiliates in executing, delivering and performing this Agreement. Furthermore, Xxxxxxxx and MSHA each hereby acknowledge that this Agreement embodies the Dataroom or otherwise justifiable expectations of sophisticated parties derived from arm’s-length negotiations; all parties to this Agreement specifically acknowledge that no party has any special relationship with another party that would justify any expectation beyond that of an ordinary buyer and an ordinary seller in expectation of the Transactions or any discussions with respect to any of the foregoing informationan arm’s- length transaction.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN THE OTHER TRANSACTION AGREEMENTS, (as qualified by the Schedules and in accordance with the express terms and conditions I) Q-Med MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, EITHER AT LAW OR IN EQUITY, RELATED TO THE LICENSED PRODUCTS, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO VALUE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FOR ORDINARY PURPOSES, OR ANY OTHER MATTER, (including limitations and exclusionsII) of this AgreementQ-MED MAKES NO, AND HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE REGARDING THE LICENSED PRODUCTS AND (III) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller nor any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any express or implied representation or warranty with respect to any Seller, the Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or AdvisorsTHE LICENSED PRODUCTS ARE CONVEYED ON AN "AS IS" "WHERE IS" BASIS AND THE PURCHASER SHALL RELY UPON ITS OWN EXAMINATION THEREOF. Without limiting the foregoing, no Seller nor the Purchaser acknowledges that it has not and is not relying upon any implied warranty of its Advisors merchantability or any other Person will have or be subject to any Liability whatsoever to Purchaserfitness for a particular purpose, or upon any other Personrepresentation or warranty whatsoever as to the prospects (financial, resulting from regulatory or otherwise) or the distribution reliability, suitability, ability to Purchaser or any of its Affiliates or Advisorsproduce a particular result, or Purchaser’s or any the likelihood of its Affiliates’ or Advisors’ use commercial success of or reliance onthe Licensed Products after the date of this Agreement, any such information, including except that the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors may rely on the representations and warranties contained herein and in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing information.other Transaction

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III V (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of or any certificate or other instrument delivered pursuant to this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser each of Buyer Parent and Buyer Sub acknowledges and agrees that no Seller Seller, nor any Subsidiaries of Seller, nor any other Person on behalf of Seller or such Subsidiaries, has made or makes any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any other express or implied representation or warranty in connection with respect the transactions contemplated hereby. Except to the extent any Seller, the Acquired Assets, such information is expressly included in a representation or the Assumed Liabilities warranty contained in Article V (or with respect to any information, statements, disclosures, documents, projections, forecasts certificate or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) instrument delivered pursuant to this Agreement or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoingSeller Disclosure Schedule), no neither Seller nor any of its Advisors or any other Person will have or shall be subject to any Liability whatsoever liability or indemnification obligation to Purchaser, Buyers or any other Person, Person resulting from the distribution making available to Purchaser or any of its Affiliates or AdvisorsBuyers, or Purchaser’s or any of its Affiliates’ or AdvisorsBuyers’ use of or reliance onof, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts documents or other material made available to Purchaser Buyers in connection with the Transactions other than any liability or indemnification obligation arising from Fraud. Except to the extent any such information is expressly included in a representation or warranty contained in Article V (or any certificate or other instrument delivered pursuant to this Agreement or in the Seller Disclosure Schedule), each of Buyer Parent and Buyer Sub acknowledges and agrees that Seller, nor any Subsidiaries of Seller, nor any other Person on behalf of Seller or such Subsidiaries, has made or makes any representation or warranty with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Business or the Acquired Assets or (b) any oral or written information presented by Seller or any of its Affiliates or Advisors Representatives in the Dataroom course of Buyers’ due diligence investigation, the negotiation of this Agreement or otherwise in expectation the course of the Transactions Transactions. Notwithstanding the foregoing or anything to the contrary in this Agreement, (i) nothing in this Section 6.9 shall in any discussions with respect to way limit any of the foregoing informationrepresentations or warranties set forth in Article V or in any of the other Transaction Agreements or any of the obligations of Seller under Article XII, and (ii) the provisions of this Section 6.9 shall not, and shall not be deemed or construed to, waive or release any claims relating to Fraud.

No Other Representations or Warranties. Except for the The representations and warranties expressly contained by the Company set forth in this Article III (as qualified by Agreement constitute the Schedules sole and exclusive representations and warranties of the Company in accordance connection with the express terms transactions contemplated hereby, and conditions (including limitations each of Parent and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)Merger Sub understands, Purchaser acknowledges and agrees that no Seller nor any all other Person on behalf representations and warranties of any Seller makeskind or nature whether express, implied or statutory are specifically disclaimed by the Company. In connection with their due diligence investigation of the Company, Parent and neither Purchaser Merger Sub have received and may continue to receive after the date hereof from the Company certain estimates, projections, forecasts and other forward-looking information regarding the Company and its businesses and operations. Parent and Xxxxxx Sub acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements and that Parent and Xxxxxx Sub will have no claim against the Company with respect thereto unless any such information is expressly included in a representation or warranty contained in this Agreement. Each of Parent and Merger Sub represents, warrants, acknowledges and agrees that (a) none of the Company, any of its Affiliates or any Representative of any of the foregoing has made or is making any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except as provided in Article 4, (b) it is not relying and has not relied onon any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except as provided in Article 4 and (c) no employee, agent, advisor or other Representative of the Company or any Affiliate thereof has made or is relying onmaking any representations or warranties whatsoever regarding the subject matter of this Agreement. Except as provided in Article 4, without limiting the foregoing, each of Parent and Merger Sub represents, warrants, acknowledges and agrees that (i) none of the Company, any of its Affiliates or will rely on any of their respective Representatives has made any representation or warranty, whether express or implied, as to the accuracy or completeness of any express information regarding the Company or implied representation its Affiliates furnished or warranty with respect to any Seller, the Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available to Parent or provided by any Person Merger Sub or their respective Representatives, except as expressly set forth in this Agreement and (including in any presentations or other materials prepared by Seller Brokerii) (none of the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or Company, any of its Affiliates or Advisors on behalf of Sellers or Affiliates, any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors respective Representatives or any other Person will have or shall be subject to any Liability whatsoever liability to PurchaserParent or Merger Sub or any other Person resulting from the Company’s or any such other Person’s making available to Parent or Merger Sub or their respective Representatives or Parent’s or Merger Sub’s or their respective Representatives’ use of such information, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts documents or other material made available to Purchaser Parent or Merger Sub or any of its Affiliates or Advisors their respective Representatives in any due diligence materials provided to any such person, including in the Dataroom “data room,” management presentations (formal or otherwise informal) or in expectation of any other form in connection with the Transactions or any discussions with respect to any of the foregoing informationtransactions contemplated by this Agreement.

No Other Representations or Warranties. Except (a) The Buyer acknowledges that, except for the representations and warranties expressly contained in this Article III (as qualified by III, neither the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller Sellers nor any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of Sellers makes any express or implied representation or warranty with respect to any Seller, the Acquired Sellers (including representations and warranties as to the condition of the Purchased Assets, or the Assumed Liabilities ) or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or information provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of the Sellers or any of their Affiliates or Advisorsto the Buyer. Without limiting Neither the foregoing, no Seller Sellers nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever or indemnification obligation to Purchaser, the Buyer or any other Person, Person resulting from the distribution to Purchaser or any of its Affiliates or Advisorsthe Buyer, or Purchaser’s or any use by the Buyer, of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser the Buyer in any “data rooms,” “data sites,” responses to inquiries, confidential information memoranda or any of its Affiliates or Advisors in the Dataroom or otherwise management presentations in expectation of or in connection with the Contemplated Transactions contemplated by this Agreement. Any documents, title information, assessments, surveys, plans, specifications, reports and studies, or other information made available to the Buyer by the Sellers or their Representatives, including any discussions with respect other material made available to the Buyer in any “data rooms,” “data sites,” responses to inquiries, confidential information memoranda or management presentations (collectively, “Review Documents”) are provided as information only. The Buyer shall not rely upon the Sellers’ provision of any Review Document(s) in lieu of conducting its own due diligence. Except for the specific representations and warranties contained in this Article III (in each case as modified by the Disclosure Schedules hereto), the Sellers have not made, do not make, and have not authorized anyone else to make any representation as to: (i) the accuracy, reliability or completeness of any of the foregoing informationReview Documents; (ii) the operating condition of the Purchased Assets; (iii) the transferability or assignability of any Contract or License, or (iv) any other matter or thing affecting or relating to the Purchased Assets.

No Other Representations or Warranties. The representations and warranties contained in this Article IV (as modified by the Disclosure Schedules) and the express representations and warranties contained in the other Transaction Documents are the only representations and warranties made by Seller with respect to the Seller Group, the Business, the Transferred Assets and the Transferred Liabilities and none of Seller, any Subsidiaries or Affiliates of Seller nor any other Person makes any other express, implied or statutory representation or warranty with respect to the Seller Group, the Business, the Transferred Assets, the Transferred Liabilities or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, enforceability or non-infringement, including as to (a) the physical condition or usefulness for a particular purpose of the real or tangible personal property included in the Transferred Assets, (b) the use of the Transferred Assets and the operation of the Business by Purchaser after the Closing in any manner other than as used and operated by Seller or its Subsidiaries, or (c) the probable or potential success or profitability of the ownership, use or operation of the Business by Purchaser after the Closing. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV (AS MODIFIED BY THE DISCLOSURE SCHEDULES) AND THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THE OTHER TRANSACTION DOCUMENTS, ALL TRANSFERRED ASSETS ARE CONVEYED ON AN “AS IS” AND “WHERE IS” BASIS AND WITH ALL FAULTS. Except for the representations and warranties expressly contained in this Article III IV (as qualified modified by the Schedules and in accordance with Disclosure Schedules) or the express terms representations and conditions (including limitations warranties contained in the other Transaction Documents and exclusions) of this Agreement) (the “Express Representations”) (it being understood that indemnification obligations set forth in Article IX hereof or as otherwise provided in the Transaction Documents, Purchaser has not relied only on such Express Representations upon and warranties), Purchaser acknowledges and agrees that no neither Seller nor any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any express or implied representation or warranty with respect to any Seller, the Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, liability or any other Person, resulting from the distribution indemnification obligation to Purchaser or any of its Affiliates or Advisorsother Person for any information provided to, or Purchaser’s used by, Purchaser or its Representatives relating to the Business, the Transferred Assets, the Transferred Liabilities or otherwise in expectation of the transactions contemplated by this Agreement and the other Transaction Documents, including any materials prepared by Seller or any of its Affiliates’ , or Advisors’ use any of the Representatives of the foregoing related to the Business, the Transferred Assets or reliance on, any such information, including the Information Presentation, Transferred Liabilities and any information, statementsdocument, disclosures, documents, projections, forecasts or other material made available to Purchaser or its Representatives, whether orally or in writing, in Purchaser’s due diligence review, including in certain “data rooms” (electronic or otherwise), management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Purchaser, due diligence reviews, or in any other form related to the transactions contemplated by this Agreement and the other Transaction Documents, including during the negotiation of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing informationsuch transactions.

No Other Representations or Warranties. Except for (i) the representations and warranties expressly contained set forth in this Article III 4 and (as qualified ii) the representations made by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) Company (the “Express Company Tax Representations”) in the Company representation letters delivered to Weil, Gotshal & Xxxxxx LLP (it being understood that Purchaser has relied only on such Express Representations and warranties)“Parent Tax Counsel”) for purposes of the tax opinions delivered by Parent Tax Counsel to Parent in connection with the Transactions, Purchaser acknowledges and agrees that no Seller none of the Company or any of its Affiliates nor any other Person on behalf of any Seller makes, and neither Purchaser of them is making or has relied on, is relying on, or will rely on the accuracy or completeness of made any express or implied representation or warranty of any kind or nature whatsoever, including with respect to any Sellerthe Company, the Acquired Assets, Company Subsidiaries or the Assumed Liabilities their respective businesses or with respect to any informationother information provided, statementsor Made Available, disclosuresto Parent, documentsMerger Sub or their respective Representatives or Affiliates in connection with the Transactions, projectionsincluding the accuracy or completeness thereof, forecasts and the Company hereby expressly disclaims any such other representations and warranties. The Company acknowledges and agrees that, except for the representations and warranties made by Parent and Merger Sub in this Agreement and the Parent Tax Representations, none of Parent, Merger Sub or any other material of Person is making or has made any nature made available representations or provided by any Person (including in any presentations warranty, expressed or other materials prepared by Seller Broker) (the “Information Presentation”) implied, at law or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) equity, with respect to or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers Parent, Merger Sub or any of their Affiliates Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or Advisors. Without limiting financial results, estimates, projections, forecasts, plans or prospects (including the foregoingreasonableness of the assumptions underlying such estimates, no Seller nor projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent, Merger Sub or any of its Advisors their Subsidiaries or any other Person will have matter furnished or be subject provided to any Liability whatsoever to Purchaser, the Company or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser the Company or its Representatives in any of its Affiliates “data rooms,” “virtual data rooms,” management presentations or Advisors in the Dataroom or otherwise any other form in expectation of of, or in connection with, this Agreement or the Transactions Transactions. The Company is not relying upon and specifically disclaims that it is relying upon or has relied upon any discussions with respect to such other representations or warranties that may have been made by any of the foregoing informationPerson, and acknowledges and agrees that Parent, Merger Sub and their Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations or Warranties. Except (a) The parties acknowledge and agree that except for the representations and warranties expressly contained in this Article III (as qualified made by the Schedules Seller in Articles III and in accordance with IV hereof, the express terms and conditions Seller does not (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller nor any other Person on behalf of the Seller) make any Seller makesrepresentation or warranty, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any express or implied representation implied, at Law or warranty in equity, with respect to any Seller, the Acquired AssetsEntities, or the Assumed Liabilities their respective businesses, operations, assets, liabilities, condition (financial or otherwise), prospects (financial or otherwise) or risks, including with respect to merchantability or fitness for any particular purpose, or with respect to any informationfinancial projections or forecasts, statements, disclosures, documents, projections, forecasts notwithstanding the delivery or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (disclosure to the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. Except as otherwise expressly provided herein, the Acquired Entities are being transferred “as is, where is and with all faults”. Any claims the Purchaser may have for breach of representation or warranty in connection with the Transactions shall be based solely on the representations and warranties set forth in Articles III and IV and any such other representations and warranties are hereby disclaimed. The parties further acknowledge and agree that the Seller has not made (nor any Person on behalf of Sellers the Seller) any representation or warranty, express or implied, at Law or in equity, as to the accuracy or completeness of any of their Affiliates information regarding the Acquired Entities or Advisors. Without limiting the foregoingTransactions not expressly set forth in this Agreement, no Seller and neither the Seller, nor any of its Advisors Affiliates, or any other Person will have or be subject to any Liability whatsoever liability to the Purchaser, any of its representatives or any other Person, Person resulting from the distribution to the Purchaser or any of its Affiliates representatives or Advisors, or the Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including any document or information in any form provided to the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors representatives in connection with the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing informationTransactions.

No Other Representations or Warranties. Except (a) The parties to this Agreement acknowledge and agree that (i) except for the representations and warranties expressly contained in this Article III (as qualified II, and those made by the Schedules Company Securityholders in their respective Stockholder Agreements, Letters of Transmittal, Option Waivers, Promised Options Releases and in accordance with Non-Competition Agreements, as applicable, none of the express terms and conditions (including limitations and exclusions) of this Agreement) (Company Securityholders, the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)Company, Purchaser acknowledges and agrees that no Seller nor any Subsidiary or any other Person Person, respectively, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Company Securityholders, the Company or any Seller makesSubsidiary, and neither Purchaser has relied on, is relying on, including any representation or will rely on warranty as to the accuracy or completeness of any information regarding the Company or any of the Subsidiaries made available to Acquirer and its Representatives or as to the future revenue, profitability or success of the Company or the Subsidiaries, or any representation or warranty arising from any legal requirement and (ii) except for the representations and warranties contained in Article III, none of Acquirer, Merger Sub or any other Person, respectively, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquirer or Merger Sub, including any representation or warranty with respect as to the accuracy or completeness of any Sellerinformation regarding Acquirer or any of its subsidiaries made available to the Company and its Representatives or as to the future revenue, the Acquired Assetsprofitability or success of Acquirer or its subsidiaries, or any representation or warranty arising from any legal requirement. Acquirer further acknowledges and agrees that it has relied solely on the Assumed Liabilities representations and warranties contained in Article II and in the Stockholder Agreements, Letters of Transmittal, Option Waivers, Promised Options Releases and Non-Competition Agreements, as applicable, in determining to enter into this Agreement and effectuate the Transactions, and it expressly disclaims any reliance on any other representations or with respect to any omissions of fact, including, without limitation, information, statements, disclosures, documentsdocuments or materials made available for review in the virtual data room established by the Company and estimates, projections, forecasts or and other material of forward-looking information. The Company further acknowledges and agrees that it has relied solely on the representations and warranties contained in Article III in determining to enter into this Agreement and effectuate the Transactions, and it expressly disclaims any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors reliance on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have representations or be subject to any Liability whatsoever to Purchaseromissions of fact, or any other Personincluding, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance onwithout limitation, any such information, including the Information Presentation, any information, statements, disclosures, documentsestimates, projections, forecasts or and other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing forward-looking information.

No Other Representations or Warranties. Except (a) Buyer acknowledges that, except for the representations and warranties expressly contained in this Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)5, Purchaser acknowledges and agrees that no neither Seller nor any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying onmakes in this Agreement, or will rely on has made verbally or in writing in any other instrument or document other than the accuracy or completeness of Agreement, any express or implied representation or warranty with respect to Seller or any Seller, of the Acquired Assets, Assets (including representations and warranties as to title to or the Assumed Liabilities condition of the Facility or any other Acquired Assets or as to any Confidentiality Arrangements or Potentially Confidential Information with respect to the Assigned Contracts or any other Acquired Assets) or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or information provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any Seller to Buyer. Buyer’s acceptance of their Affiliates or Advisors. Without limiting the foregoing, no Deed pursuant to Article 4 of this Agreement shall constitute Buyer’s acknowledgement and agreement (i) that neither Seller nor any Person on behalf of its Advisors Seller has made any written or verbal warranty or representation of any kind with respect to the Acquired Assets, Assumed Liabilities or Excluded Liabilities; (ii) that Buyer has not relied upon any written or verbal representation or warranty made by Seller or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser or any on behalf of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions Seller with respect to any the Acquired Assets, Assumed Liabilities or Excluded Liabilities; (iii) that Buyer has had such opportunity as it considers adequate to inspect and examine the Facility and other Acquired Assets, and Buyer in fact has conducted such inspections and examinations and such other due diligence as it considers reasonable and necessary; and (iv) that based upon said inspections, examinations and other due diligence, Buyer has determined that the Acquired Assets in their condition as of the foregoing informationClosing (which condition shall be “AS IS,” “WHERE IS” and “WITH ALL FAULTS” pursuant to Section 8.4) is fit for and compatible with Buyer’s intended use and purposes.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III 4 and Article 5 (each as qualified modified by the related portions of the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warrantieshereto), Purchaser acknowledges and agrees that no in any Ancillary Agreement or in any certificate delivered by Target or Seller in connection herewith or therewith, neither Seller nor Target nor any other Person on behalf of Seller or Target makes any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any other express or implied representation or warranty with respect to any Seller, Target or the Acquired Assetstransactions contemplated by this Agreement, and Target and Seller disclaim any other representations or warranties, whether made by Seller, Target or any of its officers, directors, stockholders, employees, agents or representatives. Except for the representations and warranties contained in this Article 4 and Article 5 hereof (each as modified by the related portions of the Disclosure Schedules hereto), in any Ancillary Agreement or in any certificate delivered by Target or Seller in connection herewith or therewith, Seller and Target hereby disclaim all liability and responsibility for any other representation, warranty, projection, forecast, statement, or the Assumed Liabilities information made, communicated, or with respect furnished (orally or in writing) to Parent or its representatives (including any opinion, information, statementsprojection, disclosures, documents, projections, forecasts or other material of any nature made available advice that may have been or may be provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser Parent or any of its Affiliates or Advisors on behalf representatives by any director, officer, employee, agent, consultant, or representative of Sellers Seller or Target). No reference to or disclosure of any item or other matter in the Disclosure Schedule shall be construed as an admission or indication that such item or other matter is material (nor shall it establish a standard of their Affiliates materiality for any purpose whatsoever) or Advisorsthat such item or other matter is required to be referred to or disclosed in the Disclosure Schedules. Without limiting The information set forth in the foregoingDisclosure Schedules is disclosed solely for the purposes of this Agreement, and no Seller nor information set forth therein shall be deemed to be an admission by any of its Advisors or any other Person will have or be subject party hereto to any Liability whatsoever to Purchaser, or third party of any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such informationmatter whatsoever, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts violation of Law or breach of any agreement or other material made available to Purchaser instrument or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing informationobligation.

No Other Representations or Warranties. Except for Purchaser acknowledges that (a) none of Seller, the representations and warranties expressly contained in this Article III (Seller Subsidiaries or any of their respective Affiliates or Representatives has made any representation or warranty, expressed or implied, as qualified by to the Schedules and in accordance with Acquired Assets, the express terms and conditions Assumed Liabilities, the Business, their financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including limitations and exclusionsthe reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller nor any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any express or implied representation or warranty with respect to any Seller, information regarding the Acquired Assets, or the Assumed Liabilities or with respect the Business furnished or made available to Purchaser and its Affiliates and Representatives, except as expressly set forth in Article III, as qualified by the Seller Disclosure Schedule, (b) Purchaser has not relied on, and expressly disclaims any reliance upon, any representation or warranty from Seller, the Seller Subsidiaries or any of their respective Affiliates or Representatives in determining to enter into this Agreement, except as expressly set forth in Article III, as qualified by the Seller Disclosure Schedule, and (c) except in the case of Actual Fraud, none of Seller, the Seller Subsidiaries or any of their respective Affiliates or Representatives shall have or be subject to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere Liability to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, Representatives resulting from the distribution to Purchaser or any of its Affiliates or AdvisorsRepresentatives, or Purchaser’s or any of its Affiliates’ or AdvisorsRepresentatives’ use of or reliance onof, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts documents or other material made available to Purchaser or any of its Affiliates or Advisors Representatives in the Dataroom any “data rooms,” management presentations or otherwise in any other form in expectation of or negotiation of this Agreement, the Transactions transactions contemplated hereby. Purchaser acknowledges that, should the Closing occur, Purchaser shall acquire the Acquired Assets, the Assumed Liabilities and the Business without any representation or warranty as to merchantability or fitness thereof for any discussions with respect to any of the foregoing informationparticular purpose, in an “as is” condition and on a “where is” basis, except as otherwise expressly set forth in this Agreement.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III V (as qualified modified by the Schedules Schedules) and in accordance with the express terms and conditions Seller Ancillary Agreements, none of Seller or any of its Affiliates (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warrantiesCompany Group), Purchaser acknowledges and agrees that no Seller nor Representatives or any other Person on behalf of makes or shall be deemed to make any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any other express or implied representation or warranty with respect to any Seller, the Acquired AssetsCompany Group, the Securities, the Business, any transactions contemplated by this Agreement or any Seller Ancillary Agreement, any other rights or obligations to be transferred pursuant to this Agreement or any Seller Ancillary Agreement, or any other matter, and Seller hereby disclaims any other express or implied representations or warranties, whether made by Seller or any of its Affiliates (including the Assumed Liabilities Company Group), or with respect to any informationother Person. Except for the representations and warranties expressly set forth in this Article V (as modified by the Schedules) or in the Seller Ancillary Agreements, Seller hereby disclaims all liability and responsibility for any and all representations, warranties, projections, forecasts, estimates, appraisals, statements, disclosuresfinancial information, documentspromises, projectionsadvice, forecasts data or other material of any nature made available information made, communicated or provided by any Person furnished (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) orally or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”writing, including electronically) or elsewhere to Purchaser Buyer or any of its Affiliates or Advisors on behalf of Sellers Representatives (including any opinion, data, information, projection, forecast, estimate, appraisal, statement, financial information, promise or advice that may have been or may be provided to Buyer or any of their its Affiliates or AdvisorsRepresentatives). Without limiting the foregoing, Seller makes no Seller nor any of its Advisors express or any other Person will have implied representations or be subject warranties to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser Buyer or any of its Affiliates or AdvisorsRepresentatives regarding the probable success or profitability or value of the Company Group, the Securities or the Business, or Purchaser’s the accuracy, fairness or reasonableness of any of its Affiliates’ projections provided to Buyer or Advisors’ use of the assumptions used in preparing the same, or reliance on, any as to the likelihood that such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing informationprojections will be achieved.

No Other Representations or Warranties. Except for the representations and warranties expressly contained of the Seller Parties set forth in this Article III Agreement, Buyer (as qualified by the Schedules on behalf of itself and in accordance with the express terms and conditions (including limitations and exclusionsits Affiliates) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller nor representation or warranty of any other Person kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of any Seller makesParty or any of its Affiliates, and neither Purchaser has relied oneach Seller Party hereby disclaims, is relying onand Buyer (on behalf of itself and its Affiliates) hereby disclaims any reliance upon, any such representation or will rely on warranty, and notwithstanding the accuracy delivery or completeness disclosure to Buyer or any of its representatives or Affiliates of any express documentation or implied other information by the Seller Parties or any of their representatives or Affiliates with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, Buyer acknowledges that the Seller Parties make no representation or warranty with respect to any Sellerprojections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) with respect to the Business, the Acquired Assets, Transferred Assets or the Assumed Liabilities Liabilities. Buyer also acknowledges that no employee or with respect representative of either Seller Party has been authorized to make any informationstatements or representations, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including than those specifically contained in any presentations or other materials prepared by this Agreement. Buyer further acknowledges and understands that the Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere Parties make no representation as to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to whether any of the foregoing information.Specified Business Employees will accept offers of employment from Buyer. ARTICLE 5

No Other Representations or Warranties. Except Buyer acknowledges and agrees that, except for the representations and warranties expressly contained set forth in this Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (, and in the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)Ancillary Agreements, Purchaser acknowledges and agrees that no neither Seller nor any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of made any express or implied representation or warranty with respect to the Business or any SellerTransferred Subsidiary, Seller or any Seller Entity (including any implied warranties that may otherwise be applicable because of the Acquired Assetsprovisions of the Uniform Commercial Code or any other applicable Law, or including the Assumed Liabilities warranties of merchantability and fitness for a particular purpose) or with respect to any information, statements, disclosures, documents, projections, forecasts the accuracy or other material completeness of any nature other information provided, or made available available, to Buyer or provided any of its Subsidiaries or their respective Affiliates in connection with the Transaction and the other transactions contemplated by this Agreement or the Ancillary Agreements, and Buyer has not relied on any Person (including representation or warranty other than those expressly set forth in Article III of this Agreement and in the Ancillary Agreements. Without limiting the generality of the foregoing sentence, Buyer acknowledges and agrees that it has not relied on any presentations other information provided, or made available, to Buyer or any of its Subsidiaries or their respective Affiliates in connection with the Transaction and the other materials prepared transactions contemplated by this Agreement, and that neither Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or nor any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor other Person shall be subject to any of its Advisors liability to Buyer or any other Person will have resulting from (a) any misrepresentation or be subject to any Liability whatsoever to Purchaser, omission by Seller or its Affiliates or any other PersonPerson with respect to any such information or (b) Buyer’s use of, resulting from or the distribution to Purchaser or use by any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance onother Person of, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of Buyer, its Affiliates or Advisors their respective agents or representatives in the Dataroom any “data rooms,” teaser, confidential information memorandum, management presentations or otherwise in expectation connection with the Transaction and the other transactions contemplated by this Agreement or the Ancillary Agreements. The provisions of this Section 4.12 shall not, and shall not be deemed or construed to, prevent, impede, waive or release any claims for Fraud in the making of the Transactions representations set forth in Article III or in any discussions with respect to any of the foregoing information.certificate delivered in connection herewith. ARTICLE V

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III ARTICLE V (as qualified by giving effect to the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warrantiesRoyale Disclosure Schedules), Purchaser acknowledges and agrees that no Seller neither Royale nor Parent makes any other Person representation or warranty, express or implied on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any express or implied representation or warranty with respect to any Seller, the Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser Royale Party or any of its Affiliates affiliates in connection with this Agreement or Advisors on behalf the transactions contemplated hereby. ARTICLE VI Certain Covenants and Agreements of Sellers Parent, Royale and the Holders The Holders further agree with the Parent and Royale, and Royale and Parent further agree with the Holders, that from the date hereof through the Closing Date: Section 6.01 Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or any consented to in writing by the parties (which consent shall not be unreasonably withheld or delayed), each of Parent, Royale and their respective Subsidiaries, shall (x) conduct their respective businesses in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of each of their Affiliates or Advisorsrespective business organizations and to preserve the rights, franchises, goodwill and relationships of the respective employees, customers, lenders, suppliers, regulators and others having business relationships with such business organizations. Without limiting the foregoing, no Seller from the date hereof until the Closing Date, each of Parent, Royale and their respective Subsidiaries, shall: (a) preserve and maintain all of its Permits; (b) pay its debts, Taxes and other obligations when due; (c) maintain the properties and assets owned, operated or used by it in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) not (i) amend or propose to amend the Royale Charter Documents, (ii) split, combine, subdivide or reclassify any their outstanding capital stock, partnership interest or any other securities, (iii) declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise, or make any other distribution in respect of any securities, except for 36 dividends by a direct or wholly-owned Subsidiary of the applicable Person to its parent, or (iv) repurchase, redeem or otherwise acquire, or modify or amend, any capital stock, partnership interest or any other securities or any rights, warrants or options to acquire any such securities except, with respect to each of the foregoing, the issuance of securities upon the exercise of outstanding options, warrants, rights, or upon the conversion of outstanding securities; (e) not, nor shall it permit any of its Advisors Subsidiaries to (i) redeem, purchase, acquire or offer to purchase or acquire any of its or their capital stock, partnership interest or any other Person will have or be subject to any Liability whatsoever to Purchaser, securities or any other Personoptions, resulting from the distribution warrants or rights to Purchaser or acquire any of its Affiliates or Advisorstheir securities or any security convertible into or exchangeable for its or their securities, (ii) make any acquisition of any capital stock, assets or businesses of any other Person other than expenditures for current assets in the ordinary course of business consistent with past practice and expenditures for fixed or capital assets in the ordinary course of business consistent with past practice, (iii) sell, pledge, dispose of or encumber any assets or businesses that are material to the Royale or the Parent, as applicable, or Purchaser’s their respective Subsidiaries, except, with respect to each of the foregoing, (A) sales, leases, rentals and licenses in the ordinary course of business consistent with past practice, (B) pursuant to Contracts that are in force at the date of this Agreement and are disclosed in the Disclosure Schedules, (C) dispositions of obsolete or any worthless assets, (D) the transfer of its Affiliates’ or Advisors’ use the partnership interests of or reliance on, any such informationMatrix Royalty prior to the Closing to exclude Matrix Royalty from the transactions contemplated by the Merger Agreement and the Exchanges, including the Information Presentationremoval of Matrix Royalty as a Borrower under the Notes, and (E) the transfer of legal title to direct working interests in oil and gas or mineral properties held by Royale for the benefit of third parties to Royale’s wholly owned Subsidiary, Royale DWI Interests, LLC, or (iv) enter into any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions Contract with respect to any of the foregoing information.items (i) through (iii); (f) not, nor shall it permit any of its Subsidiaries to (i) issue, sell, pledge, grant or dispose of, or agree to issue, sell, pledge, grant or dispose of, any equity awards under any Royale Benefit Plans, incentive plans, or any additional capital stock, partnership interest or any other securities (except, with respect to Royale, shares issuable to officers and directors as compensation for services pursuant to the agreements described in the registration statement on Form S-8 filed with the SEC by Royale on April 16, 2016), or any options, warrants or rights of any kind to acquire any securities, or of any debt or equity securities convertible into or exchangeable for its capital stock, partnership interest or any other securities, or (ii) incur or assume any indebtedness for borrowed money or guarantee any indebtedness or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Royale, respectively, or any of its applicable Subsidiaries; except Royale may from time to time, borrow, repay and reborrow under its revolving credit facility, and pledge their properties, issue debt securities and amend, modify, increase, extend, replace or refinance such bank credit facility; (g) not pay, discharge or satisfy any material claims, material liabilities or material obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (i) of any such material claims, material liabilities or material obligations in the ordinary course of business consistent with past practice or (ii) of material claims, material liabilities or material obligations reflected or reserved against in, or contemplated by, the Royale Financial Statements (or the notes thereto); 37 (h) not enter into, amend, modify or renew any employment, consulting, severance or similar contract with, pay any bonus or grant any material increase in salary, wage or other compensation or any increase in any employee benefit to, any of its directors, officers or employees, except in each such case (i) as may be required by applicable Law, or (ii) to satisfy obligations existing as of the date hereof pursuant to the terms of contracts that are in effect on the date hereof; (i) except in the ordinary course of business, not materially modify or amend, or terminate any Material Contract, or waive, relinquish, release or terminate any material right or material claim, or enter into any contract that would have been a Material Contract if it had been in existence at the time of the execution of this Agreement; (j) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (k) defend and protect its properties and assets from infringement or usurpation; (l) perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (m) maintain its books and records in accordance with past practice; (n) comply in all material respects with all applicable Laws; and (o) not take or permit any action that would cause any of the changes, events or conditions described in Section 5.08 to occur. Section 6.02

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article ARTICLE III (as qualified by or any Transaction Agreement, none of Parent, the Schedules and in accordance with Seller, the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller nor Transferred Companies or any other Person on behalf of makes any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any other express or implied representation or warranty with respect to any Parent, the Seller, the Acquired AssetsPurchased Shares, the Transferred Companies, the Business or the Assumed Liabilities transactions contemplated by the Transaction Agreements and any other rights or with respect obligations to be transferred hereunder or pursuant hereto, and each of Parent, the Seller, and each of the Transferred Companies disclaims any informationother representations or warranties, statementswhether made by Parent, disclosuresthe Seller, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers the Transferred Companies or any of their Affiliates or Advisors. Without limiting Representatives, in each case in connection with the foregoingtransactions contemplated hereby or by any Transaction Agreement, no Seller and neither the Transferred Companies nor any of its Advisors their Affiliates or Representatives has any authority, express or implied, to make any representations, warranties, covenants or agreements not specifically set forth in this Agreement or any other Person will have or be Transaction Agreement and subject to the limited remedies provided in this Agreement and the Transaction Agreements. Except for the representations and warranties expressly contained in this ARTICLE III or any Liability whatsoever to PurchaserTransaction Agreement, Parent, the Seller, the Transferred Companies and their respective Affiliates and Representatives hereby disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or any other Personinformation made, resulting from the distribution communicated, or furnished (orally or in writing) to Purchaser Buyer or any of its Affiliates or AdvisorsRepresentatives (including any opinion, information, projection, or Purchaser’s advice that may have been or may be provided by any director, officer, employee, agent, consultant, or representative of its Affiliates’ Parent, the Seller or Advisors’ use of the Transferred Companies). Parent, the Seller, the Transferred Companies, and their respective Affiliates and Representatives make no representations or reliance on, any such information, including warranties to Buyer regarding the Information Presentation, any information, statements, disclosures, documents, projections, forecasts probable success or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation profitability of the Transactions or any discussions with respect to any of the foregoing informationBusiness.

No Other Representations or Warranties. Except for (a) Purchaser acknowledges that (i) pursuant to the representations Access Agreement, Seller granted Purchaser the opportunity to examine the Property to become familiar with the physical condition thereof and warranties expressly Purchaser had the opportunity to conduct such investigation of the affairs of the Property as Purchaser considered appropriate, (ii) except as contained in this Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller nor any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, Agreement or will rely on the accuracy or completeness of any express or implied representation or warranty with respect to any Seller, the Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (of the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoing, no Closing Documents neither Seller nor any of its Advisors the employees, agents or attorneys of Seller have made any verbal or written representations, warranties, promises or guaranties whatsoever to Purchaser (other than those contained herein or in any of the Closing Documents), whether express or implied, (iii) in particular, that no such other representations, warranties, promises or guaranties have been made with respect to the physical condition (including, without limitation the environmental condition) or operation of the Property, the actual or projected revenue and expenses of the Property, the zoning and other laws, regulations and rules applicable to the Property or the compliance of the Property therewith (including, without limitation, compliance with any applicable environmental or hazardous wastes law), the quantity, quality or condition of the articles of Personal Property and fixtures included in the transactions contemplated hereby, the use or occupancy of the Property or any part thereof or any other Person will have matter or be subject thing affecting or related to any Liability whatsoever the Property or the transactions contemplated hereby, except as, and solely to Purchaserthe extent, herein specifically set forth, and (iv) except for the representation, warranties, covenants and guaranties set forth in the Agreement or any other Person, resulting from the distribution to Purchaser or in any of its Affiliates or Advisorsthe Closing Documents, or Purchaser’s or Purchaser has not relied on any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosuresrepresentations, documentswarranties, projections, forecasts promises or other material guaranties or upon any statements made available to Purchaser or in any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions informational brochure with respect to the Property. Further, to the extent that Seller has provided to Purchaser information or reports regarding any inspection, engineering, environmental or other matters regarding any aspect of the foregoing informationProperty, Seller makes no representations or warranties with respect to the accuracy, completeness, methodology of preparation or otherwise concerning the contents of such reports.

No Other Representations or Warranties. Except as expressly set forth in this Article IV or as may be set forth in any other Transaction Document, Buyer makes no representation or warranty, express or implied, at law or in equity, with respect to Buyer, its Affiliates, its businesses or financial condition or any of its assets, liabilities or operations or any other matter, and any such other representations or warranties are hereby disclaimed. Buyer acknowledges that (a) it has received access to certain books and records, facilities, equipment, Contracts and other assets of Seller and Seller Parent related to the Business, and (b) that Buyer and its Affiliates and representatives have had an opportunity to meet with the management of Seller and Seller Parent to discuss the Business. Buyer has conducted its own independent investigation, review, analysis and evaluation of the Business to assist Xxxxx in making an informed decision with respect to the purchase of the Acquired Assets and the Business, the assumption of the Assumed Liabilities and the execution of the Transaction Documents and, with respect to the transactions contemplated by this Agreement, has relied on the results of such investigation and the representations and warranties of Seller and Seller Parent in Article III and as set forth in any other Transaction Document. Except for the representations and warranties expressly contained set forth in this Article III (and as qualified by the Schedules and set forth in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood any other Transaction Document, Buyer hereby acknowledges that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no neither Seller nor Seller Parent has made or is making any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any express or implied representation or warranty with respect to any Seller, the Acquired AssetsSeller Parent or their respective Affiliates, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person business (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”Business) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisorsoperations. Without limiting Notwithstanding the foregoing, no Seller nor nothing in this Section 4.7 or elsewhere in this Agreement limits any of its Advisors claim, right or remedy that a Person may have against another Person for Fraud. Buyer specifically disclaims that it is relying upon or has relied upon any other Person will representations or warranties that may have or be subject to any Liability whatsoever to Purchaserbeen made by Seller, Seller Parent or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, and acknowledges and agrees that Seller and Seller Parent has specifically disclaimed and does hereby specifically disclaim any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts other representation or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing informationwarranty.

No Other Representations or Warranties. Except Buyer acknowledges and agrees that, except for the representations and warranties expressly contained in this Article III (as qualified by information contained in the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)Perrigo Disclosure Schedule, Purchaser acknowledges and agrees that no Seller neither Perrigo nor any other Person on behalf of any Seller Perrigo has made or makes, and neither Purchaser Buyer has not relied onupon, is relying onany representation or warranty, whether express or implied, with respect to Perrigo (or any of its Affiliates), Biogen Idec (or any of its Affiliates), TYSABRI, TYSABRI Liabilities, the TYSABRI Business, the TYSABRI Intellectual Property, the JCV Assay Intellectual Property or the Assigned Interests or any matter relating to any of them, including, as applicable, their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or will rely on with respect to the accuracy or completeness of any information provided or made available to Buyer by or on behalf of Perrigo, and any such representations or warranties are expressly disclaimed. Buyer acknowledges and agrees that, except for the representations and warranties made in Section 3.7, neither Perrigo nor any other Person has made or makes, and Buyer has not relied upon, any representation or warranty, whether express or implied representation or warranty implied, with respect to any Seller, the Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts forecasts, estimates or other material of any nature budgets made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser Buyer or any of its representatives of potential future payments in respect of the Contingent Payment Interest, future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of, Perrigo (or any of its Affiliates), Biogen Idec (or any of its Affiliates), TYSABRI, TYSABRI Liabilities, the TYSABRI Business, the TYSABRI Intellectual Property, the JCV Assay Intellectual Property or the Assigned Interests (including with respect to the reasonableness of any assumptions and the accuracy of any data underlying any of the foregoing), either before or after the date hereof, whether or not included in any report or presentation furnished to Buyer, its Affiliates or Advisors on behalf of Sellers or any of their respective representatives, any communication made to Buyer, its Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of their respective representatives, or in any other information provided or made available to Buyer, its Advisors Affiliates or any other Person will have or be subject to any Liability whatsoever to Purchaser, of their respective representatives or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, and that any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts representations or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing informationwarranties are expressly disclaimed.

No Other Representations or Warranties. Except for None of MSHA nor any affiliate thereof, nor any of their agents (financial, legal or otherwise), makes or has made any representations or warranties, express or implied, of any nature whatsoever relating to MSHA or the MSHA Subsidiaries or the business of MSHA and the MSHA Subsidiaries or otherwise in connection with the transactions contemplated by this Agreement, other than those representations and warranties of MSHA expressly contained set forth in this Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller nor any other Person on behalf of any Seller makesARTICLE II. MSHA hereby expressly disclaims, and neither Purchaser has relied on, Xxxxxxxx acknowledges that it is not relying on, any other express or will rely on the accuracy implied representations or completeness of warranties with respect to any matter whatsoever, including any express or implied representation or warranty with respect as to any Seller, the Acquired Assets, or completeness of the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including information contained in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisorsthis Agreement. Without limiting the generality of the foregoing, no Seller Wellmont acknowledges that none of MSHA nor any of its Advisors affiliate or agents thereof has made, and shall not be deemed to have made, any other Person will have representations or be subject to any Liability whatsoever to Purchaserwarranties, express or implied, in, or any other Personconcerning the accuracy or completeness of, resulting from the distribution materials relating to Purchaser or any the business of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including MSHA and the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material MSHA Subsidiaries made available to Purchaser Wellmont and its affiliates and agents, including due diligence materials, or in any presentation about the business of MSHA and the MSHA Subsidiaries by MSHA, management of MSHA or others in connection with the transactions contemplated by this Agreement, and no statement contained in any of such materials or made in any such presentation shall be a representation or warranty hereunder or otherwise or be relied upon by Wellmont in executing, delivering and performing this Agreement. Wellmont acknowledges that any cost estimates, projections or other predictions, any data, any future financial information or any memoranda or offering materials or presentations, including but not limited to, any confidential information memorandum or similar materials made available by Wellmont, its affiliates or agents are not and shall not be deemed to be or to include representations or warranties of Wellmont, and are not and shall not be relied upon by MSHA or its Affiliates or Advisors affiliates in executing, delivering and performing this Agreement. Furthermore, Xxxxxxxx and MSHA each hereby acknowledge that this Agreement embodies the Dataroom or otherwise justifiable expectations of sophisticated parties derived from arm’s-length negotiations; all parties to this Agreement specifically acknowledge that no party has any special relationship with another party that would justify any expectation beyond that of an ordinary buyer and an ordinary seller in expectation of the Transactions or any discussions with respect to any of the foregoing informationan arm’s-length transaction.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III (as qualified by IV or any certificate delivered on behalf of the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of Company pursuant to this Agreement) (, neither the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller Company nor any other Person on behalf of the Company or any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of its Subsidiaries makes any other express or implied representation or warranty with respect to the Company or any Seller, the Acquired Assets, or the Assumed Liabilities of its Subsidiaries or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or information provided by any Person (including in any presentations or other materials prepared by Seller Broker) (on behalf of the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser Company or any of its Affiliates Subsidiaries. Parent and Merger Sub are not relying on any representations and warranties in connection with their decision to enter into or Advisors perform their obligations under this Agreement or the other Transaction Documents, or to consummate the Merger or the other transactions contemplated hereby, other than the representations and warranties expressly set forth in this Article IV or any certificate delivered on behalf of Sellers or any of their Affiliates or Advisorsthe Company pursuant to this Agreement. Without limiting the foregoing, no Seller neither the Company nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever liability or other obligation to PurchaserParent, Merger Sub or their respective Representatives or any other Person, Person resulting from the distribution to Purchaser or any of its Affiliates or AdvisorsParent’s, or PurchaserMerger Sub’s or any of its Affiliatestheir respective Representatives’ or Advisors’ such other Person’s use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser Parent, Merger Sub or their respective Representatives or such other Person, including any information made available in the electronic data room for “Project Xxxx” run by Intralinks, Inc. and maintained by the Company for purposes of the transactions contemplated by this Agreement (collectively, the “Electronic Data Room”), marketing material, confidential information memorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the transactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV or any certificate delivered pursuant to this Agreement. Neither the Company nor any other Person on behalf of the Company or any of its Affiliates Subsidiaries makes any express or Advisors in the Dataroom implied representation or otherwise in expectation of the Transactions or any discussions warranty with respect to the accuracy of any of financial projections or forecasts relating to the foregoing informationCompany or any Company Subsidiary or the forward-looking assumptions on which such financial projections and forecasts are based.

No Other Representations or Warranties. Except for the representations and warranties expressly contained made by the Company in this Article III (as qualified by IV, neither the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller Company nor any other Person on behalf of makes any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any other express or implied representation or warranty with respect to the Company or any Sellerof its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the Acquired Assetsdelivery or disclosure to Parent, Merger Sub or the Assumed Liabilities any of their respective Representatives of any documentation, forecasts or other information with respect to any informationone or more of the foregoing, statementsand each of Parent and Merger Sub acknowledge the foregoing. In particular, disclosuresand without limiting the generality of the foregoing, documentsneither the Company nor any other Person makes or has made any express or implied representation or warranty to Parent, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers Merger Sub or any of their Affiliates respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or Advisors. Without limiting prospective information relating to the foregoingCompany, no Seller nor any of its Advisors Subsidiaries or their respective businesses, (b) any judgment based on actuarial principles, practices or analyses by any Person or as to the future satisfaction or outcome of any assumption, (c) whether the reinsurance or other recoverables taken into account in determining the amount of such reserves for losses will be collectible, or (d) except for the representations and warranties made by the Company in this Article IV, any oral or written information presented to Parent, Merger Sub or any of their respective Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or the course of the Transactions. Notwithstanding anything to the contrary contained in this Agreement or any other Person will have agreement, document or instrument delivered or to be subject delivered in connection herewith, each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, acknowledges and agrees that the none of Parent, Merger Sub, the Company or any of their respective Affiliates makes any representations or warranties with respect to, and nothing contained in this Agreement or in any other agreement, document or instrument to be delivered in connection herewith is intended or shall be construed to be a representation or warranty, express or implied, for any Liability whatsoever to Purchaser, purposes of this Agreement or any other Personagreement, resulting from document or instrument to be delivered in connection herewith or therewith, in respect of the distribution to Purchaser adequacy or sufficiency of reserves or the effect of the adequacy or sufficiency of reserves on any of its Affiliates line item, asset, liability or Advisors, or Purchaser’s or equity amount on any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts financial or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing informationdocument.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained set forth in this Article III Secti on 3 (as qualified modified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warrantiesSchedules), Purchaser acknowledges and agrees that no Seller nor any other Person has made, makes or shall be deemed to make any other representation or warranty of any kind whatsoever, express or implied, written or oral, at law or in equity, on behalf of any Seller makesor any Seller Affiliate, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of including any express or implied representation or warranty with respect to regarding any Seller or any other Person, any Purchased Assets, any Facility, any Liabilities of any Seller, including any Assumed Liabilities, the Acquired Business, any other rights or obligations to be transferred pursuant to the Transaction Documents or any other matter, and each Seller hereby disclaims all other representations and warranties of any kind whatsoever, express or implied, written or oral, at law or in equity, whether made by or on behalf of any Seller or any other Person, including any of their respective Representatives. Except for the representations and warranties expressly set forth in this Section 3 (as modified by the Schedules), each Seller hereby (a) disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets, or the Assumed Liabilities or with respect to any Facilities and the Business, and (b) disclaims all Liability and responsibility for all projections, forecasts, estimates, financial statements, financial information, appraisals, statements, disclosurespromises, documentsadvice, projectionsdata or information made, forecasts communicated or other material of any nature made available or provided by any Person furnished (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) orally or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”writing, including electronically) or elsewhere to Purchaser Buyer, any Representatives of Buyer or any of its Buyer’s Affiliates (including any opinion, information, projection, or Advisors on behalf advice that may have been or may be provided to Buyer by any Representative of Sellers or any of their Affiliates or AdvisorsSellers), including omissions therefrom. Without limiting the foregoing, no Seller nor makes any representation or warranty of its Advisors any kind whatsoever, express or any other Person will have implied, written or be subject oral, at law or in equity, to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser Buyer or any of its Affiliates or Advisors, or Purchaser’s or any Representatives of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser Buyer or any of its Affiliates regarding the probable success, profitability or Advisors in the Dataroom or otherwise in expectation value of the Transactions Purchased Assets, the Facilities or the Business. The disclosure of any discussions with respect matter or item in any Schedule or other schedule hereto shall not be deemed to constitute an acknowledgment that any of the foregoing informationsuch matter is required to be disclosed or is material or that such matter would reasonably be expected to result in a Material Adverse Effect.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article III (as qualified modified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warrantiesDisclosure Schedules), Purchaser acknowledges and agrees that no Seller neither the Company nor any other Person has made, makes or shall be deemed to make any other representation or warranty of any kind whatsoever, express or implied, written or oral, at law or in equity, on behalf of the Company, the Company Subsidiaries or any Seller makesof their respective Affiliates, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of including any express or implied representation or warranty with respect to any Sellerregarding the Company, the Acquired AssetsCompany Subsidiaries or any other Person, the Business, any Transaction, any other rights or obligations to be transferred pursuant to the Transaction Agreements or any other matter, and the Company hereby disclaim all other representations and warranties of any kind whatsoever, express or implied, written or oral, at law or in equity, whether made by or on behalf of the Company, the Company Subsidiaries or any other Person, including any of their respective Representatives. Except for the representations and warranties expressly set forth in this Article III (as modified by the Disclosure Schedules), the Company hereby (a) disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the Assumed Liabilities or with respect to any condition of the Business, and (b) disclaims all Liability and responsibility for all projections, forecasts, estimates, financial statements, financial information, appraisals, statements, disclosurespromises, documentsadvice, projectionsdata or information made, forecasts communicated or other material furnished (orally or in writing, including electronically) to Buyer or any of Buyer’s Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Buyer by any Representative of the Company or the Company Subsidiaries, respectively), including omissions therefrom. Without limiting the foregoing, the Company does not make any representation or warranty of any nature made available kind whatsoever, express or provided by any Person (including in any presentations implied, written or other materials prepared by Seller Broker) (the “Information Presentation”) oral, at law or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere equity, to Purchaser Buyer or any of its Affiliates or Advisors on behalf any Representatives of Sellers or any Buyer of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates regarding the probable success, profitability or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation value of the Transactions Company, the Company Subsidiaries or any discussions with respect to any of the foregoing informationBusiness.

No Other Representations or Warranties. Except for Purchaser acknowledges that (a) none of Seller, the representations and warranties expressly contained in this Article III (Seller Entities or any of their respective Affiliates has made any representation or warranty, expressed or implied, as qualified by to the Schedules and in accordance with Purchased Assets, the express terms and conditions Assumed Liabilities, the Business, the Purchased Companies, their financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including limitations and exclusionsthe reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller nor any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any express information regarding the Purchased Assets, the Assumed Liabilities, the Business or implied the Purchased Companies furnished or made available to Purchaser and its Affiliates and Representatives, except as expressly set forth in this Agreement, (b) Purchaser has not relied on any representation or warranty with respect to any from Seller, the Acquired AssetsSeller Entities or any of their respective Affiliates in determining to enter into this Agreement, except as expressly set forth in this Agreement, and (c) none of Seller, the Seller Entities or the Assumed Liabilities any of their respective Affiliates shall have or with respect be subject to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere Liability to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, Representatives resulting from the distribution to Purchaser or any of its Affiliates or AdvisorsRepresentatives, or Purchaser’s or any of its Affiliates’ or AdvisorsRepresentatives’ use of or reliance onof, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts documents or other material made available to Purchaser or any of its Affiliates or Advisors Representatives in the Dataroom any “data rooms,” management presentations or otherwise in any other form in expectation of or negotiation of this Agreement, the Transactions Transaction and the other transactions contemplated hereby, except as otherwise set forth in this Agreement. Purchaser acknowledges that, should the Closing occur, Purchaser shall acquire the Purchased Assets (including the Purchased Entity Shares and the Purchased Venture Interests) and assume the Assumed Liabilities without any representation or warranty as to merchantability or fitness thereof for any discussions with respect to any of the foregoing informationparticular purpose, in an “as is” condition and on a “where is” basis, except as otherwise set forth in this Agreement.

No Other Representations or Warranties. Except for the representations and warranties as expressly contained set forth in this Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller nor any other Person on behalf of their respective agents, employees or representatives have made, nor are any Seller makesof them making any representation or warranty, and neither Purchaser has relied onexpress or implied, is relying onin respect of the Conveyed Entities, nor are any of them making any representation or will rely on warranty regarding the accuracy or completeness of any express information provided to Buyer or implied representation Buyer’s agents, employees or warranty representatives in connection with the negotiation of this Agreement and the consummation of the Transactions, and any such other representations or warranties are hereby expressly disclaimed. Without waiving or limiting its rights set forth in this Agreement, Buyer acknowledges that Buyer is relying on its own investigation and analysis in entering into this Agreement and the consummation of the Transactions and Buyer has undertaken such investigation, and has been provided with and has evaluated such documents and information as it has deemed necessary in connection with the execution, delivery and performance of this Agreement. Without waiving or limiting its rights set forth in this Agreement, with respect to any Sellerprojection or forecast delivered by or on behalf of the Sellers to Buyer, Buyer acknowledges that (v) there are uncertainties inherent in attempting to make such projections and forecasts, (w) the Acquired Assetsaccuracy and correctness of such projections and forecasts may be affected by information that may become available through discovery or otherwise after the date of such projections and forecasts, (x) such projections and forecasts have not been independently verified, reflect various assumptions and may not prove to be correct, (y) it is familiar with each of the foregoing and (z) such projections and forecasts shall not form the basis of any claim (including in contract or the Assumed Liabilities tort, at law or in equity under federal or state securities laws or otherwise) against Sellers or their agents, employees or representatives with respect thereto or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in related matter. Buyer and Sellers acknowledge that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors each is an informed and sophisticated participant in the Dataroom or otherwise in expectation Transactions and this Agreement and related documents are the product of the Transactions or any discussions with respect to any of the foregoing informationarms’ length negotiations.

No Other Representations or Warranties. Except for the representations Seller expressly agrees and warranties expressly contained in this Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)acknowledges, Purchaser acknowledges and agrees that no Seller nor any other Person on behalf of itself and its Affiliates, that (a) except as expressly set forth in Article IV, none of Parent, Purchaser or any Seller makesof their Representatives has made or makes any representation or warranty, and neither Purchaser has relied onexpressed or implied, is relying onas to Parent Shares, or will rely on the business of Parent, or the accuracy or completeness of any express information regarding Parent Shares or implied the business of the Parent, furnished or made available to Seller or its Representatives, (b) without limiting the generality of the foregoing, none of Parent, Purchaser or any of their Representatives has made or makes any representation or warranty with respect to any Seller, the Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts forecasts, plans, prospects, estimates, budgets or other material information regarding future revenues, expenses or expenditures, future results of operations (or any nature made available component thereof), future cash flows (or provided by any Person component thereof) or future financial condition (including in or any presentations component thereof) of Parent or any other future business, operations or affairs of Parent, (c) Seller has not relied on any representation or warranty or other materials prepared by Seller Brokerinformation described in this Section 3.25 in determining to enter into this Agreement or otherwise and (d) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser none of Parent or any of its Affiliates shall have, or Advisors on behalf of Sellers be subject to, any Liability to Seller or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, Representatives resulting from the distribution to Purchaser Seller or any of its Affiliates or AdvisorsRepresentatives, or PurchaserSeller’s or any of its Affiliates’ or AdvisorsRepresentatives’ use of or reliance onof, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts documents or other material made available to Purchaser Seller or its Representatives in any of its Affiliates “data rooms,” management presentations or Advisors in the Dataroom or otherwise any other form in expectation of or negotiation of this Agreement, the Transactions or any discussions with respect Transaction and the other transactions contemplated hereby. Notwithstanding anything contain to any of herein to the contrary, that in no event shall the foregoing informationacknowledgements and disclaimers be deemed to exclude Liability for fraud committed by the Purchaser Parties in connection with this Agreement, the other Transaction Documents or the Transaction.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article III (as qualified by III, neither the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller Company nor any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of makes any express or implied representation or warranty with respect to any Seller, the Acquired Assets, or the Assumed Liabilities Company or with respect to any other information provided to Parent, Merger Sub or Partnership Merger Sub in connection with the Transactions. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT, MERGER SUB AND PARTNERSHIP MERGER SUB The following representations and warranties by the Parent, Merger Sub and Partnership Merger Sub are qualified in their entirety by reference to the disclosures (i) in the Parent SEC Documents (excluding any disclosures contained or referenced therein under the captions “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein relating to information, statementsfactors or risks that are predictive, disclosurescautionary or forward-looking in nature) filed on or after January 1, documents, projections, forecasts or other material 2013 and prior to the date hereof (and then (a) only to the extent that the relevance of any nature made available disclosed event, item or provided occurrence in such Parent SEC Documents to a matter covered by any Person a representation or warranty set forth in this Article IV is reasonably apparent as to matters and items which are the subject of such representation or warranty, and (including b) other than matters required to be disclosed for purposes of Sections 4.1, 4.2, and 4.8(b) which matters shall only be qualified by specific disclosure in any presentations or other materials prepared by Seller Brokerthe respective corresponding section of the Parent Disclosure Letter) and (ii) set forth in Parent’s disclosure letter delivered to the Company immediately prior to the execution of this Agreement (the “Information PresentationParent Disclosure Letter”) or ), Parent, Merger Sub and Partnership Merger Sub represent and warrant to the Company, jointly and severally, as set forth in that certain “Project Prime” data room administered by Datasite (this Article IV. Each disclosure set forth in the “Dataroom”) or elsewhere Parent Disclosure Letter shall qualify the Section to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or which it corresponds and any other Person will have or be subject Section to any Liability whatsoever the extent the applicability of the disclosure to Purchaser, or any each other Person, resulting Section is reasonably apparent from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation text of the Transactions or any discussions with respect to any of the foregoing informationdisclosure made.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III (as qualified by the Schedules 3 and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)Article 4, Purchaser Buyer acknowledges and agrees that no Seller nor that: (a) none of Vendor, the Conveyed Entities, any other Person on behalf of their respective Affiliates or any Seller makesof their respective Representatives has made or is making, and neither Purchaser Buyer has not relied on, is relying onany other representation or warranty of any kind or nature whatsoever, oral or will rely on written, express or implied, with respect to Vendor, the Conveyed Entities, the Conveyed Entity Assets, the Business or otherwise in connection with this Agreement or the Transactions, including as to the accuracy or completeness of any express such information; and (b) no Person has been authorized by Vendor or implied any of the Conveyed Entities to make any representation or warranty with respect relating to any SellerVendor, the Acquired Conveyed Entities, the Conveyed Entity Assets, the Business or otherwise in connection with this Agreement or the Transactions, including as to the accuracy or completeness of any such information. Except for the representations and warranties contained in Article 3 and Article 4, Vendor disclaims, on behalf of itself and its Affiliates, all Liability and responsibility for (and Buyer acknowledges and agrees that Vendor and its Affiliates shall have no Liability for) any opinion, projection, forecast, advice, statement or information made, communicated or furnished (orally or in writing) to Buyer or its Affiliates, including any materials or information made available in the electronic data room hosted by or on behalf of Vendor in connection with the Transactions or in connection with presentations by Vendor’s management. Buyer further acknowledges and agrees that none of Vendor, the Conveyed Entities, any of their respective Affiliates or any of their respective Representatives has made or is making, and Buyer has not relied on, any representations or warranties to Buyer or any other Person regarding the probable success or profitability of the Conveyed Entities, the Conveyed Entity Assets, or the Assumed Liabilities Business (whether before or after the Closing), including regarding the possibility or likelihood of any action, application, challenge, claim, proceeding or review, regulatory or otherwise, including, in each case, in respect of rates, or any particular result or outcome therefrom, or the possibility or likelihood of the occurrence of any environmental condition, release or hazard, or any mechanical or technical issue, problem, or failure, or of any interruption in service, or of any increase, decrease or plateau in the volume of product or service, or revenue derived therefrom, or of the possibility, likelihood or potential outcome of any complaints, controversies or disputes with respect to any informationexisting or future customers or suppliers, statementsin each case, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect related to any of the foregoing informationConveyed Entities, the Conveyed Entity Assets, or the Business. Vendor and Buyer each acknowledge that, except for and to the extent of the representations in Article 3 and Article 4, it is their express intention that the Conveyed Entities and the Conveyed Entity Assets shall be conveyed to Buyer on an “as is where is” basis and in their present condition and state of repair and Buyer will accept the Conveyed Entities and the Conveyed Entity Assets on an “as is, where is” basis in their present condition and state of repair and assume the obligations and Liabilities as provided for herein. Nothing in this Section 5.1 shall limit any claims by Buyer for Fraud of Vendor.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained in this Article III II (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warrantiesWarranties of the Seller), Purchaser acknowledges and agrees that no neither the Seller nor any other Person on behalf of makes any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any other express or implied representation or warranty with respect to any the Seller, the Acquired AssetsTarget Companies, the General Partner Entities, the Sponsored Funds, the Interests or the Assumed Liabilities Transactions, and the Seller disclaims any other representations or with respect to any informationwarranties, statementswhether made by the Seller, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors any of its or their respective Representatives. Except for the representations and warranties contained in this Article II (Representations and Warranties of the Seller), the Seller, on behalf of Sellers itself, the Target Companies, General Partner Entities and their respective Affiliates (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute or otherwise, with respect to the business, operations, assets, liabilities and conditions (financial or otherwise) of the Target Companies and General Partner Entities or with respect to the Interests (including any express or implied warranty of merchantability or fitness for a particular purpose) and (ii) disclaims all liability and responsibility for any other representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to the Buyer or its Affiliates or Representatives (including any opinion, information, projection or advice that may have been or may be provided to the Buyer by any Representative of the Seller, the Target Companies, General Partner Entities or any of their Affiliates Affiliates). The Seller makes no representations or Advisorswarranties to the Buyer regarding the probable success or profitability of the Target Companies or General Partner Entities. Without limiting the foregoing, no Seller nor The disclosure of any of its Advisors matter or item in any other Person Schedule hereto will have or not be subject deemed to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, constitute an acknowledgment that any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts matter is required to be disclosed or other is material made available to Purchaser or any of its Affiliates or Advisors that such matter could result in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing informationa Material Adverse Effect.

No Other Representations or Warranties. Except for the representations and warranties expressly contained made by the Company in this Article III and in any certificate delivered hereunder with respect thereto (as qualified by the Schedules and applicable items disclosed in the Company Disclosure Letter in accordance with the express terms and conditions (including limitations and exclusionsintroduction to this Article ‎III) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller nor or any other Person Transaction Document to which the Company or any Subsidiary thereof is a party, the Company is not making and has not made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of any Seller makesthe Company or its Subsidiaries, and neither Purchaser has relied ontheir respective businesses, is relying onoperations, assets, liabilities, financial condition, results of operations, future operating or will rely on financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any express information regarding the Company or implied representation its Subsidiaries or warranty with respect any other matter furnished or provided to Parent or Merger Sub or made available to Parent or Merger Sub in any Seller“data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions. Without limiting the generality of the foregoing, the Acquired AssetsCompany and its Subsidiaries expressly disclaim any other representations or warranties, or whether made by the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser Company or any of its Affiliates or Advisors on behalf of Sellers Subsidiaries or any of their respective Affiliates or AdvisorsRepresentatives on their behalf. Without limiting The Company acknowledges and agrees that, except for the foregoingrepresentations and warranties made by Xxxxxx and Merger Sub in Article ‎IV and in any certificate delivered hereunder with respect thereto, no Seller nor none of Parent or Merger Sub is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of its Advisors Parent, Merger Sub, or their respective Subsidiaries, their respective businesses, operations, assets, liabilities, financial 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 the accuracy or completeness of any information regarding Parent or Merger Sub or their respective Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions. The representations and warranties made by Xxxxxx and Xxxxxx Sub in Article ‎IV and in any certificate delivered hereunder with respect thereto constitute the sole and exclusive representations and warranties of Parent and Merger Sub in connection with this Agreement or the Transactions. The Company specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person will have or be subject to the accuracy or completeness of any Liability whatsoever to Purchaser, information regarding Parent or its Subsidiaries (including Merger Sub) or any other Person, resulting from matter furnished or provided to the distribution to Purchaser Company or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions, and acknowledges and agrees that Parent and its Affiliates (including Merger Sub) have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties or the accuracy or completeness of any information regarding Parent and its Subsidiaries (including Merger Sub) or any of its Affiliates other matter furnished or Advisors provided to the Company or made available to the Company in the Dataroom any “data rooms,” “virtual data rooms,” management presentations or otherwise in any other form in expectation of of, or in connection with, this Agreement or the Transactions or any discussions with respect to any of the foregoing informationTransactions.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in Article 3, Article 4 and this Article III 5 (as qualified by the Schedules Parent SEC Documents and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warrantiesSeller Disclosure Schedules), Purchaser acknowledges and agrees that no none of Parent, Seller or any of their Affiliates nor any other Person on behalf of any Seller makes, and neither Purchaser of them makes or has relied on, is relying on, or will rely on the accuracy or completeness of made any express or implied representation or warranty with respect to any (a) Parent, Seller, the Acquired AssetsCompany, the Company Subsidiaries or their respective businesses, affairs, operations, assets, liabilities, conditions (financial or otherwise), prospects or any other matter relating to Parent, Seller, the Company or any Company Subsidiaries or (b) any documentation, forecasts, budgets, projections, estimates or other information (including the accuracy or completeness of, or the Assumed Liabilities reasonableness of the assumptions underlying, such documentation, forecasts, budgets, projections, estimates or other information) Made Available, to Buyer or its Representatives or Affiliates in connection with the Transactions. Buyer has not relied on any such information or any representation or warranty not set forth in Article 3, Article 4 and this Article 5. Parent and Seller acknowledge and agree that, except for the representations and warranties made by Buyer in Article 6, neither Buyer nor any other Person is making or has made any representations or warranties, expressed or implied, at law or in equity, with respect to any information, statements, disclosures, documents, projections, forecasts or other material on behalf of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser Buyer or any of its Affiliates Subsidiaries. Neither Parent nor Seller is relying upon and specifically disclaims that it is relying upon or Advisors on behalf of Sellers has relied upon any such other representations or warranties that may have been made by any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser or any of and acknowledges and agrees that Buyer and its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, have specifically disclaimed and do hereby specifically disclaim any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing informationrepresentations and warranties.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained in this Article III (as qualified by II, neither the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller nor any other Person on behalf of makes any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any other express or implied representation or warranty with respect to any the Seller, Holdings, the Acquired AssetsCompanies, the Interests, the Transferred Assets or the Assumed Liabilities Transactions, and the Seller disclaims any other representations or with respect to any informationwarranties, statementswhether made by the Seller, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors any of its or their respective Representatives. Except for the representations and warranties contained in this Article II, the Seller, on behalf of Sellers itself, Holdings, the Companies and their respective Affiliates, (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute or otherwise, with respect to the business, operations, assets, liabilities and conditions (financial or otherwise) of the Companies or with respect to the Interests or Transferred Assets (including any express or implied warranty of their Affiliates merchantability or Advisors. Without limiting fitness for a particular purpose) and (ii) disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to the foregoing, no Seller nor any of its Advisors Buyer or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or AdvisorsRepresentatives (including any opinion, information, projection or Purchaser’s advice that may have been or may be provided to the Buyer by any Representative of its Affiliates’ the Seller, Holdings or Advisors’ use the Companies). The Seller makes no representations or warranties to the Buyer regarding the probable success or profitability of the Companies. The disclosure of any matter or reliance on, item in any Schedule hereto will not be deemed to constitute an acknowledgment that any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts matter is required to be disclosed or other is material made available to Purchaser or any of its Affiliates or Advisors that such matter could result in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any a Material Adverse Effect. None of the foregoing informationshall be deemed to relieve any party of liability for fraud.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III V (as qualified by the Schedules and applicable items disclosed in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warrantiesPurchaser’s Disclosure Letter), the Shareholder Agreement and any certificate delivered pursuant hereto or thereto, none of Purchaser acknowledges and agrees that no Seller nor or any of its Affiliates or Representatives or any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of makes any express or implied representation or warranty on behalf of Purchaser or any of its Affiliates, and Purchaser hereby disclaims any other representations or warranties, with respect to any Sellerthe subject matter of this Agreement. Furthermore, without limiting the foregoing sentence, except for the representations and warranties contained in this Article V (as qualified by Purchaser’s Disclosure Letter), the Acquired AssetsShareholder Agreement and any certificate delivered pursuant hereto or thereto, Purchaser does not give or make any warranty or representation as to (and shall have no indemnification obligation or, in the Assumed Liabilities absence of Fraud, other liabilities in respect of) the accuracy or with respect to reasonableness of any informationforecasts, statements, disclosures, documentsestimates, projections, forecasts statements of intent or other material statements of opinion provided to Parent, the Target Company, any nature made available of their respective Affiliates, or provided by any Person (of their respective Representatives on or prior to the date of this Agreement in connection with this Agreement, including in any management presentations or other materials prepared made available in the Virtual Data Room or otherwise. Each of Parent and the Target Company acknowledges and agrees that, except for the representations and warranties contained in this Article V (as qualified by Seller Broker) (Purchaser’s Disclosure Letter), the “Information Presentation”) Shareholder Agreement and any certificate delivered pursuant hereto or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to thereto, neither of Purchaser or any of its Affiliates is making any representation or Advisors on behalf warranty regarding any documents, projections, forecasts, statement or other information made, communicated or furnished (orally, in writing, in the Virtual Data Room, in management presentations (including any questions posed and answers given and any related discussions, whether formal or informal) or otherwise) to Parent, the Target Company, any of Sellers their respective Affiliates, or any of their Affiliates respective Representatives (including any opinion, information, projection or Advisors. Without limiting the foregoing, no Seller nor advice that may have been or may be provided to such Person by any Representatives of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or AdvisorsAffiliates), or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions connection with respect to any of the foregoing informationthis Agreement.

No Other Representations or Warranties. Except AT&T acknowledges and agrees that, except for the representations and warranties expressly contained set forth in this Article III (as qualified by Agreement, the Schedules Ancillary Agreements and any certificate delivered in accordance connection with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller neither Investor nor any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of made any express or implied representation or warranty with respect to any Sellerthe Transactions, the Acquired AssetsInvestor, or the Assumed Liabilities each Investor Ancillary Counterparty or with respect to any information, statements, disclosures, documents, projections, forecasts the accuracy or other material completeness of any nature other information provided, or made available available, to AT&T or provided by any Person (including of its Subsidiaries or their respective Affiliates in connection with the Transactions and AT&T has not relied on any presentations representation or warranty other materials prepared by Seller Broker) (than those expressly set forth in this Agreement, the “Information Presentation”) Ancillary Agreements and any certificate delivered in connection with this Agreement. Without limiting the generality of the foregoing sentence, AT&T acknowledges and agrees that it has not relied on any other information provided, or made available, to AT&T or any of its Subsidiaries or their respective Affiliates in connection with the Transactions, and that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or neither Investor nor any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor other Person shall be subject to any of its Advisors liability to AT&T or any other Person will have resulting from (i) any misrepresentation or be subject to any Liability whatsoever to Purchaser, omission by Investor or its Affiliates or any other PersonPerson with respect to such information or (ii) AT&T’s use of, resulting from or the distribution to Purchaser or use by any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance onother Person of, any such information, unless any such information is expressly and specifically included in a representation or warranty set forth in this Agreement, the Ancillary Agreements and any certificate delivered in connection with this Agreement. AT&T expressly disclaims any express or implied representation or warranty with respect to the Business, NewCo, any Transferred Subsidiary, Transferred Asset, Assumed Liability, AT&T or any AT&T Entity (including any implied warranties that may otherwise be applicable because of the provisions of the UCC or any other applicable Law, including the Information Presentationwarranties of merchantability and fitness for a particular purpose) or with respect to the accuracy or completeness of any other information provided, or made available, to Investor or any of its Subsidiaries or their respective Affiliates in connection with the Transactions (including information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of Investor, its Affiliates or Advisors their respective agents or Representatives in the Dataroom any “data rooms,” teaser, confidential information memorandum, management presentations or otherwise in expectation of connection with the Transactions or any discussions misrepresentation or omission by AT&T or its Affiliates or any other Person with respect to any of such information) other than those expressly set forth in Article IV (as qualified by the foregoing informationAT&T Disclosure Letter).

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III ARTICLE IV (as qualified modified by the Schedules Company Disclosure Letter) each of Parent and in accordance with Merger Sub acknowledges that (x) none of the express terms and conditions (including limitations and exclusions) of this Agreement) (Company, the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller nor Company Subsidiaries or any other Person on behalf of any Seller the Company or the Company Subsidiaries makes, and neither Purchaser or has relied onmade, is relying on, or will rely on the accuracy or completeness of any express or implied representation or warranty relating to itself or its business or otherwise in connection with respect to any Sellerthis Agreement, the Acquired Assets, Merger or the Assumed Liabilities or with respect to other transactions contemplated by this Agreement, and Parent and Merger Sub are not relying on any informationrepresentation, statements, disclosures, documents, projections, forecasts warranty or other material information of any nature made available or provided Person except for those expressly set forth in this Agreement, (y) no Person has been authorized by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (Company, the “Dataroom”) or elsewhere to Purchaser Company Subsidiaries or any of its Affiliates or Advisors other Person on behalf of Sellers the Company or the Company Subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement and the transactions contemplated hereby, and if made, such representation or warranty may not be relied upon by Parent or Merger Sub as having been authorized by such Person and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Merger Sub or any of their Affiliates Representatives, including any materials or Advisorsinformation made available to Parent, Merger Sub and/or its Representatives in connection with presentations by the Company’s management or information made available on any “data sites”, are not and shall not be deemed to be or include representations or warranties. Without limiting Each of Parent and Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the foregoingcondition, no Seller nor any operations and business of the Company and, in making its Advisors or any other Person will have or be subject determination to any Liability whatsoever to Purchaser, or any other Person, resulting from proceed with the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such informationtransactions contemplated by this Agreement, including the Information PresentationMerger, each of Parent and Merger Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied directly or indirectly on any information, statements, disclosures, documents, projections, forecasts materials or other material information made available to Purchaser Parent, Merger Sub and/or their Representatives by or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation on behalf of the Transactions Company or any discussions with respect to any of the foregoing informationCompany Subsidiaries.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained in this Article III (as qualified by III, the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood Companies acknowledge that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller neither Swordfish nor any other Person on behalf of any Seller makesSwordfish has made, and neither Purchaser has the Companies have not relied onupon, is relying onany representation or warranty, whether express or implied, at Law or in equity, with respect to the Swordfish Contributor Group, the Swordfish Acetow Group, any member of the Swordfish Contributor Group or Swordfish Acetow Group, or will rely on their respective businesses, affairs, assets, Liabilities, condition (financial or otherwise), results of operations, future operating or financial results or prospects or with respect to the accuracy or completeness of any express other information provided or implied representation or warranty with respect to any Seller, the Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available to the Companies by or provided by any Person on behalf of Swordfish (including in the Swordfish Dataroom), and Swordfish hereby disclaims any presentations or such other materials prepared by Seller Broker) (representations and warranties. In particular, without limiting the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or foregoing disclaimer, neither Swordfish nor any of its Affiliates or Advisors other Person on behalf of Sellers Swordfish has made any representations or warranty to the Companies or any of their respective Affiliates or Advisors. Without limiting representatives with respect to (a) any estimates, projections, forecasts, plans, budget or prospect information relating to the foregoingSwordfish Acetow Group (including the reasonableness of the assumptions underlying such estimates, no Seller nor projections, forecasts, plans, budgets or prospect information) or (b) except for the representations and warranties contained in this Article III, any of its Advisors oral or any other Person will have or be subject written information presented to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser Companies or any of its their respective Affiliates or Advisorsrepresentatives in the course of their due diligence of the Swordfish Acetow Group, the negotiation of this Agreement or in the course of the transactions contemplated hereby. No representations and warranties are made to, or Purchaser’s for the benefit of, Cobia or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation member of the Transactions or any discussions with respect to any Cobia Contributor Group. None of the foregoing informationrepresentations and warranties contained in this Article III shall be deemed to relate to UTP’s organization and qualification (which are governed by Section 5.1), UTP’s capitalization (which is governed by Section 5.2), UTP’s Subsidiaries (which is governed by Section 5.3), UTP’s authorization related to this agreement (which is governed by Section 5.4), consents, approvals and absence of violations of UTP in connection with this Agreement (which is governed by Section 5.5), UTP’s brokers (which is governed by Section 5.6) and UTP’s activities (which is governed by Section 5.7). None of the representations and warranties contained in this Article IV shall be deemed to relate to LTP’s organization and qualification (which are governed by Section 6.1), LTP’s capitalization (which is governed by Section 6.2), LTP’s Subsidiaries (which is governed by Section 6.3), LTP’s authorization related to this agreement (which is governed by Section 6.4), consents, approvals and absence of violations of LTP in connection with this Agreement (which is governed by Section 6.5), LTP’s brokers (which is governed by Section 6.6) and LTP’s activities (which is governed by Section 6.7).

No Other Representations or Warranties. Except for the representations and warranties expressly contained in Article IV of this Article III Agreement (as qualified modified by the Schedules Disclosure Letter, as supplemented and in accordance with the express terms and conditions (including limitations and exclusionsamended) or any Ancillary Agreements, none of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)GECF, Purchaser acknowledges and agrees that no Seller nor GECC or any other Person on behalf of makes any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any other express or implied representation or warranty with respect to any SellerGECF, GECC, the Acquired AssetsCompany, any Subsidiaries of the Company, the Shares or the business of the Company or any of its Subsidiaries and the transactions contemplated by the Transaction Agreements or any other matter, and any other rights or obligations to be transferred pursuant to the Transaction Agreements, and each of GECF and GECC hereby disclaims any other representations or warranties, whether made by GECF, GECC or any of their respective Subsidiaries or Affiliates, or the Assumed Liabilities or any Representatives thereof, including with respect to any informationinformation delivered in connection with Section 6.02(d). Except for the representations and warranties contained in this Article IV (as modified by the Disclosure Letter, statements, disclosures, documents, projections, forecasts as supplemented or other material of any nature made available amended) or provided as may be contained in the Ancillary Agreements (as modified by any Person Schedule thereto), each of GECF and GECC hereby disclaims all Liability and responsibility for any representation, warranty, projection, forecast, estimate, statement, opinion, data, or information made, communicated or furnished (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) orally or in that certain “Project Prime” data room administered by Datasite (writing, including electronically) to the “Dataroom”) or elsewhere to Purchaser Acquiror or any of its Affiliates or Advisors on behalf any Representatives thereof (including any opinion, data, information, projection, forecast, estimate, or advice that may have been or may be provided to the Acquiror by any Representative of Sellers GECF, GECC or any of their Affiliates respective Affiliates). Neither GECF nor GECC makes any representations or Advisors. Without limiting warranties to the foregoingAcquiror regarding the probable success or profitability or value of the Company, no Seller nor any Subsidiaries of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaserthe Company, the Shares, or any other Person, resulting from the distribution to Purchaser Assets or business of the Company or any of its Affiliates Subsidiaries. Notwithstanding the foregoing, nothing in this Section 4.27 shall preclude the Acquiror from making a claim for fraud against GECF, GECC, the Company or Advisorsits Subsidiaries. No investigation by Acquiror, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance oninformation received by Acquiror, any such information, including after the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom date hereof shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by GECF or GECC hereunder or limit in expectation any way any rights of Acquiror hereunder; provided that the Transactions Acquiror shall promptly notify GECF and GECC if after the date hereof it becomes aware of any facts or circumstances which would reasonably be likely to make any discussions with respect to any of the foregoing informationrepresentation or warranty untrue or inaccurate.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article III (as qualified by IV or the Schedules representations and warranties of Parent or Merger Sub in accordance with any of the express terms and conditions (including limitations and exclusions) other Transaction Documents, none of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)Parent, Purchaser acknowledges and agrees that no Seller nor Merger Sub or any other Person on behalf of any Seller makessuch parties is making, and neither Purchaser has relied onthe Company, is its Shareholders, and the Shareholder Representative are not relying on, or will rely on the accuracy or completeness of any express or implied representation or warranty of any kind or nature, express or implied, with respect to any SellerParent, Merger Sub, their respective businesses, the Acquired Assetstransactions contemplated hereby or any information made available to any of the Company, its Shareholders or the Assumed Liabilities Shareholder Representative in connection with the transactions contemplated hereby; provided, however, that nothing herein shall be deemed to limit the rights and remedies of the Company (prior to the Closing) or the Shareholders in the event of actual fraud. Parent and Merger Sub hereby agree and acknowledge that they are not relying on any representation or warranty of any kind or nature, express or implied, with respect to the Company, its Shareholders, the Shareholder Representative or the Business in connection with the transactions contemplated hereby, or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material information made available to Purchaser Parent in connection with the consummation of the transactions contemplated hereby, including any financial projection, forecast, estimate, or any prospective information relating to the Business made available to Parent in the course of its Affiliates or Advisors in the Dataroom or otherwise in expectation due diligence investigation of the Transactions Company, other than the representations and warranties set forth in Article III of this Agreement, the Schedules to this Agreement or any discussions with respect to in any of the foregoing informationother Transaction Documents; provided, however, that nothing herein shall be deemed to limit the rights and remedies of an Indemnified Parent Party in the event of actual fraud.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article III (as qualified by III, in the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of to this Agreement) (, or in any of the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)other Transaction Documents, Purchaser acknowledges and agrees that no Seller nor none of the Company, its Shareholders, the Shareholder Representative or any other Person on behalf of any Seller makessuch parties is making, and neither Purchaser has relied on, Parent nor Merger Sub is relying on, or will rely on the accuracy or completeness of any express or implied other representation or warranty of any kind or nature, whether express or implied, with respect to any Sellerthe Company, its Shareholders, the Acquired Assets, Shareholder Representative or the Assumed Liabilities Business in connection with the transactions contemplated hereby, or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature information made available to Parent or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers Merger Sub or any of their Affiliates or Advisors. Without limiting representatives in connection with the foregoingtransactions contemplated hereby, no Seller nor including any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaserfinancial projection, forecast, estimate, or any other Person, resulting from prospective information relating to the distribution Business made available to Purchaser Parent or Merger Sub or any of their representatives in the course of their due diligence investigation of the Company; provided, however, that nothing herein shall be deemed to limit the rights and remedies of an Indemnified Parent Party in the event of actual fraud. The Company, its Affiliates Shareholders and the Shareholder Representative hereby agree and acknowledge that they are not relying on any representation or Advisorswarranty of any kind or nature, express or implied, with respect to Parent or Merger Sub in connection with the transactions contemplated hereby, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any other information made available to any of the foregoing informationCompany, its Shareholders or the Shareholder Representative in connection with the consummation of the transactions contemplated hereby, including their respective businesses or information relating thereto made available to any of the Company, its Shareholders or the Shareholder Representative, other than the representations and warranties set forth in Article IV of this Agreement or in any of the other Transaction Documents; provided, however, that nothing herein shall be deemed to limit the rights and remedies of the Company (prior to the Closing) or the Shareholders in the event of actual fraud.

No Other Representations or Warranties. Except for (a) Each of the Starwood Waypoint Parties acknowledges that in making the determination to proceed with the transactions contemplated by this Agreement, it has relied solely on the results of its own independent investigation and the representations and warranties expressly contained set forth in this Article III (as qualified by V. None of the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller nor Invitation Homes Entities or their respective Affiliates or Representatives or any other Person on behalf makes any other express or implied representation or warranty, at law or in equity, with respect to the Invitation Homes Entities or any of any Seller makes, and neither Purchaser has relied on, is relying on, their respective Affiliates or will rely on as to the accuracy or completeness of any express information regarding their respective businesses, operations, assets, liabilities, condition (financial or implied representation otherwise) or warranty with respect prospects or any other information provided to the Starwood Waypoint Parties or their Affiliates or Representatives (any Sellersuch information described in this Section 9.14(a), the Acquired Assets“Invitation Homes Provided Information”), notwithstanding the delivery or disclosure to the Assumed Liabilities Starwood Waypoint Parties or with respect to its Affiliates or Representatives of any informationdocumentation, statements, disclosures, documentsestimates, projections, forecasts or other material of any nature made available or provided information by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers Invitation Homes Parties or any of their respective Representatives or Affiliates with respect to any one or Advisors. Without limiting more of the foregoing, no Seller nor including any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material estimates, plans or budgets 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 the Invitation Homes Parties or any of their respective Representatives or Affiliates or the future business, operations or affairs of the Invitation Homes Parties or any of their respective Representatives or Affiliates heretofore or hereafter delivered to or made available to Purchaser the Starwood Waypoint Parties or its Representatives or Affiliates. To the fullest extent permitted by applicable Law and subject to Section 9.8, except with respect to the representations and warranties contained in Article V or any breach of any covenant or other agreement of the Invitation Homes Parties contained herein, none of the Invitation Homes Parties, their Affiliates or any of its their respective Affiliates or Advisors in Representatives shall have any liability to the Dataroom Starwood Waypoint Parties or any of their respective Affiliates or Representatives on any basis (whether based on contract, tort, equity or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any laws, including any applicable federal or state securities laws, or otherwise in expectation and whether by or through attempted piercing of the Transactions corporate veil) based upon any Invitation Homes Provided Information or statements (or any discussions omissions therefrom) provided or made available by the Invitation Homes Parties or their Affiliates and Representatives to the Starwood Waypoint Parties or their Affiliates and Representatives in connection with respect to any of the foregoing informationtransactions contemplated by this Agreement.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III (as qualified by the Schedules Section 2 and in accordance with the express terms Purchase Agreement (and conditions (including limitations and exclusions) notwithstanding the delivery or disclosure to Holder or its Representatives of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warrantiesany documentation, projections, estimates, budgets or other information), Purchaser Holder acknowledges and agrees that no Seller nor none of Parent or any of its respective Subsidiaries or any other Person on behalf of Parent has made or makes any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any other express or implied representation or warranty in connection with respect to the transactions contemplated hereby, and Holder has not relied on any Seller, the Acquired Assets, such representation or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser warranty from Parent or any of its Subsidiaries or Affiliates or Advisors any other Person on behalf of Sellers or any of their Affiliates or AdvisorsParent in determining to enter into this Agreement. Without limiting the foregoing, no Seller Holder acknowledges that (a) none of Parent or any of its respective Affiliates or Subsidiaries or any other Person on behalf of Parent has made or makes any representation or warranty regarding 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), and Holder has not relied on any such representation or warranty from Parent or any of its Subsidiaries or Affiliates or any other Person on behalf of Parent in determining to enter into this Agreement and (b) Holder shall not have any claim against Parent or any of its Subsidiaries resulting from any such information provided or made available to Holder or any of its Representatives, and any such claim is hereby expressly waived. Holder agrees and acknowledges that neither Parent nor any of its Advisors or affiliates has offered any other Person will have or be subject tax advice to any Liability whatsoever Holder in connection with the transactions contemplated by this agreement, that Holder has sought counsel from its own advisors to Purchaserthe extent it deemed necessary, or any other Person, resulting from the distribution to Purchaser or and that neither Parent nor any of its Affiliates or Advisorsaffiliates is making any representation, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts warranty or other material made available to Purchaser or any of its Affiliates or Advisors in guarantee regarding the Dataroom or otherwise in expectation tax consequences of the Transactions or any discussions with respect to any of the foregoing informationtransactions contemplated by this Agreement.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in Article II or this Article III (as qualified by the Schedules and in accordance or any certificate delivered pursuant to this Agreement with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on respect to such Express Representations representations and warranties), Purchaser acknowledges and agrees that no neither Seller nor any other Person on behalf of any Seller makesmakes representation or warranty, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any express or implied representation implied, at law or warranty in equity, with respect to any Sellerthe Group Companies or their respective assets, liabilities or operations, the Acquired AssetsTransferred Equity Interests, the Business, the Transactions and any other rights or the Assumed Liabilities obligations to be transferred hereunder or pursuant hereto, including with respect to merchantability or fitness for any informationparticular purpose, statementsand Seller hereby expressly disclaims any such other representations or warranties, disclosures, documents, projections, forecasts or other material of any nature whether made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers Representatives. Except for the representations and warranties expressly contained in Article II or this Article III or any of their certificate delivered pursuant to this Agreement with respect to such representations and warranties, Seller and its Affiliates or Advisors. Without limiting the foregoingand Representatives hereby disclaim all liability and responsibility for any representation, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaserwarranty, projection, forecast, statement, or any other Personinformation made, resulting from the distribution communicated, or furnished (orally or in writing) to Purchaser or any of its Affiliates or AdvisorsRepresentatives (including any opinion, information, projection, or Purchaser’s advice that may have been or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available may be provided to Purchaser by any Representative of Seller or any of the Company). Seller and its Affiliates and Representatives make no representations or Advisors warranties to Purchaser regarding the probable success or profitability of the Business. Notwithstanding the foregoing or anything in this Agreement to the contrary, nothing in this Agreement shall limit the rights or remedies of any party in the Dataroom or otherwise in expectation case of the Transactions or any discussions with respect to any of the foregoing informationActual Fraud.

No Other Representations or Warranties. Except for the representations and warranties expressly made by the Seller Parties in this Article IV (qualified by the Disclosure Letter) and in the certificates required to be delivered by the Seller Parties under Section 8.02, no member of the Seller Group, their respective Affiliates nor any other Person (whether or not acting on behalf of the Seller Group or their respective Affiliates) has made or makes any other representation or warranty of any kind whatsoever, whether express or implied, written or oral, with respect to the Transferred Entities, the Purchased Assets, the Transferred Interests or the Assumed Liabilities or the Business (including the business, operations, properties, assets, Liabilities, condition (financial or otherwise) or prospects of the Business or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information relating to the Business), including any representation or warranty as to accuracy or completeness of, or lack of errors or omissions in, any information regarding any of the foregoing furnished or made available (in any medium) to the Purchaser, any of its Affiliates or any of its and their respective Representatives or any other Person, notwithstanding the delivery or disclosure to the Purchaser, any of its Affiliates or any of its and their respective Representatives of any documentation, forecasts or other information (in any form or through any medium) with respect to any one or more of the foregoing. In particular, and without limiting the generality of the foregoing, no member of the Seller Group, their respective Affiliates nor any other Person (whether or not acting on behalf of the Seller Group or their respective Affiliates) makes or has made any representation or warranty of any kind, whatsoever, express or implied, written or oral, to the Purchaser, any of its Affiliates or any of its and their respective Representatives or any other Person with respect to any forward-looking information, projections, forecasts, estimates, plans or budgets of future revenue, expenses or expenditures, future results of operations, future cash flows or the future financial condition of the Business, the Transferred Entities or the future business, operations or affairs of the Business or the Transferred Entities or any matter arising from, or which may otherwise be applicable because of the provisions of, any Law, including the warranties of merchantability and fitness for a particular purpose, in each case, except for the representations and warranties made by the Seller Parties expressly contained in this Article III IV (as qualified by the Schedules Disclosure Letter) and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (certificates required to be delivered by the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller nor any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any express or implied representation or warranty with respect to any Seller, the Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing informationParties under Section 8.02.

No Other Representations or Warranties. Except for None of MSHA nor any affiliate thereof, nor any of their agents (financial, legal or otherwise), makes or has made any representations or warranties, express or implied, of any nature whatsoever relating to MSHA or the MSHA Subsidiaries or the business of MSHA and the MSHA Subsidiaries or otherwise in connection with the transactions contemplated by this Agreement, other than those representations and warranties of MSHA expressly contained set forth in this Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller nor any other Person on behalf of any Seller makesARTICLE II. MSHA hereby expressly disclaims, and neither Purchaser has relied on, Wellmont acknowledges that it is not relying on, any other express or will rely on the accuracy implied representations or completeness of warranties with respect to any matter whatsoever, including any express or implied representation or warranty with respect as to any Seller, the Acquired Assets, or completeness of the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including information contained in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisorsthis Agreement. Without limiting the generality of the foregoing, no Seller Wellmont acknowledges that none of MSHA nor any of its Advisors affiliate or agents thereof has made, and shall not be deemed to have made, any other Person will have representations or be subject to any Liability whatsoever to Purchaserwarranties, express or implied, in, or any other Personconcerning the accuracy or completeness of, resulting from the distribution materials relating to Purchaser or any the business of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including MSHA and the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material MSHA Subsidiaries made available to Purchaser Wellmont and its affiliates and agents, including due diligence materials, or in any presentation about the business of MSHA and the MSHA Subsidiaries by MSHA, management of MSHA or others in connection with the transactions contemplated by this Agreement, and no statement contained in any of such materials or made in any such presentation shall be a representation or warranty hereunder or otherwise or be relied upon by Wellmont in executing, delivering and performing this Agreement. Wellmont acknowledges that any cost estimates, projections or other predictions, any data, any future financial information or any memoranda or offering materials or presentations, including but not limited to, any confidential information memorandum or similar materials made available by Wellmont, its affiliates or agents are not and shall not be deemed to be or to include representations or warranties of Wellmont, and are not and shall not be relied upon by MSHA or its Affiliates or Advisors affiliates in executing, delivering and performing this Agreement. Furthermore, Wellmont and MSHA each hereby acknowledge that this Agreement embodies the Dataroom or otherwise justifiable expectations of sophisticated parties derived from arm’s-length negotiations; all parties to this Agreement specifically acknowledge that no party has any special relationship with another party that would justify any expectation beyond that of an ordinary buyer and an ordinary seller in expectation of the Transactions or any discussions with respect to any of the foregoing informationan arm’s-length transaction.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III (as qualified by 3, Parent and Merger Sub acknowledge that neither the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller Company nor any other Person on behalf Representative of any Seller the Company makes, and neither Purchaser has Parent and Merger Sub acknowledge that they have not relied onupon or otherwise been induced by, is relying on, or will rely on the accuracy or completeness of any other express or implied representation or warranty with respect to any Seller, by or on behalf of the Acquired Assets, or the Assumed Liabilities Company or with respect to any information, statements, disclosures, documents, projections, forecasts other information provided or other material of any nature made available to Parent or provided Merger Sub by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from Company in connection with the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such informationtransactions contemplated by this Agreement, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser Parent, Merger Sub or any of its Affiliates their respective Representatives in data rooms, management presentations or Advisors in the Dataroom or otherwise similar information deliverables in expectation of the Transactions transactions contemplated by this Agreement. ARTICLE 5 COVENANTS 5.1 Conduct of Business by the Company Pending the Closing. The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 5.1 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement or as required by applicable Law (provided, that if the Company is required by applicable Law to take an action in conflict with this Section 5.1, it will, to the extent permitted by Law, provide Parent with written notice in advance of taking such action), unless Parent provides prior written consent (which consent will not be unreasonably withheld, delayed or conditioned), the Company will conduct its operations in the ordinary course of business and use commercially reasonable efforts to (i) preserve substantially intact its business organization, (ii) keep available the services of its executive officers and key employees, (iii) maintain in effect all Company Permits, (iv) remain in compliance in all material respects with the Company Treasury Restrictions and (v) maintain satisfactory relationships of the Company with any persons with which the Company has material business relations and with Governmental Entities that have jurisdiction over its Business and operations. Without limiting the foregoing, and as an extension thereof, except as set forth in Section 5.1 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement or as required by applicable Law (provided, that if the Company or any discussions other member of the Company Group is required by applicable Law to take an action in conflict with respect this Section 5.1, it will, to the extent permitted by Law, provide Parent with written notice in advance of taking such action), the Company will not, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, or permit any other member of the Company Group to do, any of the foregoing information.following without the prior written consent of Parent (which consent will not be unreasonably withheld, delayed or conditioned):

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III V (as qualified modified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warrantiesschedules hereto), Purchaser acknowledges and agrees that Invensys makes no Seller nor any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any express or implied representation or warranty with respect to any SellerInvensys, Sellers, the Acquired AssetsCompanies, the Subsidiaries, the Metering Business or the transactions contemplated by this Agreement or the Other Invensys Documents, and Invensys disclaims any other representations or warranties, whether made by Invensys, any Affiliate of Invensys or any of their or Invensys’ respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in this Article V (as modified by the schedules hereto), Invensys makes no representations or warranties whatsoever to Purchaser and hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or the Assumed Liabilities information made, communicated, or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person furnished (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) orally or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”writing) or elsewhere to Purchaser or any of its Affiliates or Advisors representatives (including any confidential memoranda distributed on behalf of Sellers relating to the Shares or the Metering Business or other publication or data room information provided to Purchaser or its representatives, or any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Invensys, any Seller or any of their Affiliates respective Affiliates). The disclosure of any matter or Advisors. Without limiting the foregoing, no Seller nor item in any of its Advisors or any other Person will have or schedule hereto shall not be subject deemed to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, constitute an acknowledgment that any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts matter is required to be disclosed or other is material made available or that such matter would reasonably be expected to Purchaser or any of its Affiliates or Advisors result in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing informationa Company Material Adverse Effect.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article III IV (as qualified modified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warrantiesDisclosure Letter), Purchaser acknowledges and agrees that no none of the Seller nor Parties or any other Person has made or makes, or shall be deemed to have made or to make, any other representation or warranty of any kind whatsoever, express or implied, written or oral, at law or in equity, and the Seller Parties hereby disclaim all other representations and warranties of any kind whatsoever, express or implied, written or oral, at law or in equity, whether made by or on behalf of any Seller makesParty or any other Person. Buyer acknowledges and agrees that is not relying on any representations or warranties other than those set forth herein; provided, that nothing in this Section 4.10 shall prohibit Buyer from making a claim against the Seller Parties for fraud. Without limiting the foregoing, except for the representations and warranties expressly set forth in this Article IV, each Seller Party hereby disclaims all Liability and responsibility for all projections, forecasts, estimates, financial statements, financial information, appraisals, statements, promises, advice, data or information made, communicated or furnished (orally or in writing, including electronically) to Buyer or any of Buyer’s Affiliates or any Representatives of Buyer or any of Buyer’s Affiliates, including omissions therefrom, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of no Seller Party makes any express or implied representation or warranty with respect to any Seller, the Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available kind whatsoever, express or provided by any Person (including in any presentations implied, written or other materials prepared by Seller Broker) (the “Information Presentation”) oral, at law or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere equity, to Purchaser Buyer or any of its Affiliates or Advisors on behalf any Representatives of Sellers or any of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser Buyer or any of its Affiliates regarding the success, profitability or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation value of the Transactions Purchased Assets or any discussions with respect to any of the foregoing informationAssumed Liabilities.

No Other Representations or Warranties. Except for the representations and warranties of Acquiror expressly contained set forth in this Article III (as qualified by Agreement and the Schedules and in accordance with Other Transaction Agreements, neither the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), Purchaser acknowledges and agrees that no Seller Acquiror nor any other Person on behalf of makes any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any other express or implied representation or warranty with respect to any Seller, the Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material on behalf of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser Acquiror or any of its Affiliates Subsidiaries with respect to the Acquiror or Advisors on behalf the transactions contemplated by this Agreement and the Other Transaction Agreements. The representations and warranties made in this Agreement and the Other Transaction Agreements with respect to the Acquiror and the transactions contemplated by this Agreement and the Other Transaction Agreements are in lieu of Sellers all other representations and warranties Acquiror and its Subsidiaries might have given Parent, including implied warranties of merchantability and implied warranties of fitness for a particular purpose. Parent acknowledges that all other warranties that Acquiror and its Subsidiaries or any of their Affiliates anyone purporting to represent Acquiror and its Subsidiaries gave or Advisorsmight have given, or which might be provided or implied by applicable Law or commercial practice, with respect to Acquiror, are hereby expressly excluded. Without limiting Parent acknowledges that, except as provided herein or in the foregoingOther Transaction Agreements, no Seller neither Acquiror nor any of its Advisors or Subsidiaries nor any other Person acting on their behalf will have or be subject to any Liability whatsoever or indemnification obligation to Purchaser, Parent or any other Person, Person acting on its behalf resulting from the distribution in written or oral communication to Purchaser or any of its Affiliates or AdvisorsParent, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentationby Parent of, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser Parent, confidential information memoranda or any of its Affiliates or Advisors in the Dataroom or otherwise management interviews and presentations in expectation of the Transactions or any discussions with respect to any of transactions contemplated by this Agreement and the foregoing informationOther Transaction Agreements.

No Other Representations or Warranties. Seller has invited Buyer and Parent to perform, and Buyer and Parent have performed certain due diligence and business investigations with respect to the Predecessor Companies, with the intention that Buyer and Parent form their own conclusions regarding the condition and value of the Predecessor Companies, pursuant to the parties' express intention that the sale of the Stock be without representation or warranty by Seller, express or implied, except as expressly set forth herein and in any agreements, certificates, documents or instruments delivered pursuant hereto. Each of Buyer and Parent has been given such access to the premises, books, records and officers of Company and NEC Yamanashi and NEC Miyagi and has had the opportunity to review such other data and other information with respect to the business and properties of Company and NEC Yamanashi and NEC Miyagi as each of Buyer and Parent has deemed necessary in its sole judgment to evaluate the transactions with Seller contemplated by this Agreement it being understood and agreed that such access and review and the knowledge resulting therefrom should not be construed to amend, modify or mitigate any of the representations and warranties contained herein or in any agreements, certificates, documents or instruments delivered pursuant hereto which remains in full force and effect in accordance with the terms thereof. Except for the representations and warranties expressly contained in this Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) 2, none of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)Seller, Purchaser acknowledges and agrees that no Seller nor any Affiliate of Seller, or any other Person on behalf of any Seller makes, and neither Purchaser makes or has relied on, is relying on, or will rely on the accuracy or completeness of been authorized to make any express or implied representation or warranty with respect to warranty, and Seller and its Affiliates hereby disclaim any Sellerexpress or implied representation or warranty, the Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared whether by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates respective officers, directors, employees, agents, stockholders, subsidiaries (direct or Advisors. Without limiting the foregoingindirect), no Seller nor any of its Advisors partners, advisors, or any other Person will have or be subject to any Liability whatsoever to Purchaser, representatives or any other Person, resulting from in connection with the distribution delivery or disclosure to Purchaser Buyer, Parent or any of their respective officers, directors, employees, agents, advisors or representatives or any other Person of any documentation or other information regarding Seller or Company. Without limiting the generality of the foregoing, except as otherwise provided in Article 2 of this Agreement, Seller and its Affiliates have not made, and shall not be deemed to have made, any representations or Advisorswarranties (i) in the Confidential Information Memorandum relating to the sale of Company prepared by Deutsche Banc Alex. Xxxxx on behalf of Seller and supplied to Buyer prior to the date hereof (the "Confidential Information Memorandum"), (ii) in any presentation of the business of Company in connection with the transactions contemplated hereby, whether written or oral, (iii) in any financial projection or forecast relating to Company, or Purchaser’s (iv) in any other documents or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentationwhether written or oral, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to Company. No statement contained in the Confidential Information Memorandum, or made in any such presentation or contained in any such financial projection or forecast or other documents or information shall be deemed a representation or warranty hereunder or otherwise unless provided for in Section 2 of this Agreement. With respect to any such projection or forecast delivered to Buyer, each of Buyer and Parent acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) it is familiar with such uncertainties, (iii) it is taking full responsibility for making its own evaluation of the foregoing informationadequacy and accuracy of all such projections and forecasts so furnished to it, and (iv) unless otherwise contemplated in this Agreement, it shall have no claim against Seller with respect thereto.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III (as qualified by IV or in the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)other Transaction Documents, Purchaser acknowledges and agrees that no none of Seller, any Subsidiaries or Affiliates of Seller nor any other Person on behalf of makes any Seller makesother express, and neither Purchaser has relied on, is relying on, implied or will rely on the accuracy or completeness of any express or implied statutory representation or warranty with respect to any Sellerthe Business, the Acquired Purchased Assets, or the Transferred Business Intellectual Property, Transferred Business Technology, the Assumed Liabilities or with respect otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, enforceability or non-infringement, including as to any information(a) the physical condition or usefulness for a particular purpose of the real or tangible personal property included in the Purchased Assets, statements(b) the use of the Purchased Assets and Transferred Business Intellectual Property Rights and Transferred Business Technology, disclosures, documents, projections, forecasts or other material and the operation of any nature made available or provided the Business by any Person (including Purchaser after the Closing in any presentations or manner other materials prepared than as used and operated by Seller Brokeror its Subsidiaries, or (c) (the “Information Presentation”) probable success or profitability of the ownership, use or operation of the Business by Purchaser after the Closing. Except for the representations and warranties contained in this Article IV or in that certain the other Transaction Documents, all Purchased Assets are conveyed on an “Project PrimeAS IS” data room administered by Datasite (and “WHERE IS” basis. Except for the “Dataroom”) representations and warranties contained in this Article IV or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting in the foregoingother Transaction Document and the indemnification obligations set forth in Article IX hereof, no neither Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, liability or any other Person, resulting from the distribution indemnification obligation to Purchaser or any other Person for any information provided to the Purchaser or its representatives relating to the Business or otherwise in expectation of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such informationthe transactions contemplated by this Agreement, including the Information Presentationconfidential memorandum or other material prepared by Xxxxxxx, Sachs & Co. related to the Business and any information, statementsdocument, disclosures, documents, projections, forecasts or other material made available to Purchaser or its counsel or other representatives in Purchaser’s due diligence review, including in certain “data rooms” (electronic or otherwise) or management presentations. The representations, warranties, covenants and obligations of Purchaser, and the rights and remedies that may be exercised by Purchaser shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect to any of the foregoing informationrepresentatives.

No Other Representations or Warranties. Buyer acknowledges that the detailed representations and warranties set forth in this Agreement have been negotiated at arm’s length among sophisticated Persons. Except for the representations and warranties expressly contained set forth in this Article III (as qualified by Section 3.1, in the Schedules certificate delivered pursuant to Section 6.1 and Section 6.2, and in accordance with the express terms and conditions Escrow Agreement, (including limitations and exclusionsa) Buyer acknowledges that none of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)Company, Purchaser acknowledges and agrees that no Seller nor its Subsidiaries, Parent or any other of their respective Affiliates or any Person acting on behalf of any Seller makes, and neither Purchaser of the foregoing makes or has relied on, is relying on, made any other express or will rely on any implied representation or warranty to Buyer as to the accuracy or completeness of any express or implied representation or warranty with respect to any Sellerinformation regarding the Company, the Acquired Assetsits Subsidiaries, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser Parent or any other matter, and (b) Buyer further agrees that none of the Company, its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors. Without limiting the foregoingSubsidiaries, no Seller nor any of its Advisors Parent or any other Person will shall have or be subject to any Liability whatsoever to Purchaser, Buyer or any other Person, Person resulting from the distribution to Purchaser or any of its Affiliates or AdvisorsBuyer, or PurchaserBuyer’s or any use, of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statementsdocument or material made available or provided to Buyer in certain “data rooms,” management presentations or offering or information memoranda, disclosuresor in any other form, documentsin expectation of the transactions contemplated by this Agreement. Buyer acknowledges that the burden to conduct an investigation of the Company, its Subsidiaries and Parent lies solely with Buyer and that Buyer bears the risk that any information, document or material made available or provided to Buyer in the course of its investigation is inaccurate or incomplete, except to the extent otherwise expressly set forth in this Agreement. Except with respect to the representations and warranties set forth in Section 3.1, Buyer is acquiring the Units, and the assets of the Company and its Subsidiaries that are being transferred to Buyer upon the acquisition by Buyer of the Units, AS IS, WHERE IS. EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THIS AGREEMENT, THE COMPANY, ITS SUBSIDIARIES AND PARENT DISCLAIM ALL OTHER EXPRESS AND ALL IMPLIED WARRANTIES RELATING THERETO, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. Without limitation, in connection with Buyer’s investigation of the Company and its Subsidiaries, Buyer has received from or on behalf of Parent or its Affiliates certain estimates, projections and other forecasts and plans, including certain projected statements of operating revenues and income and certain business plan information. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties, that Buyer is taking responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or other material made available to Purchaser and plans) and that Buyer shall have no claim against the Company, its Subsidiaries, Parent or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation Person acting on behalf of the Transactions Company, its Subsidiaries or Parent with respect thereto. None of the Company, its Subsidiaries, Parent or any discussions Person acting on behalf of the Company, its Subsidiaries or Parent makes any representation or warranty with respect to any such estimates, projections and other forecasts and plans (including the reasonableness of the foregoing informationassumptions or the accuracy of the information underlying such estimates, projections, forecasts and plans). NO LIMITATION IN THIS SECTION 3.3 SHALL APPLY TO ANY LOSS WITH RESPECT TO, AS A RESULT OF OR INVOLVING, FRAUD OR WILLFUL OR INTENTIONAL MISREPRESENTATION OR MISCONDUCT ON THE PART OF PARENT, THE COMPANY OR ANY OF ITS SUBSIDIARIES.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III ARTICLE V (as qualified modified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warrantieshereto as supplemented or amended), Purchaser acknowledges and agrees that no Seller neither Sellers nor any other Person on behalf of makes any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any other express or implied representation or warranty (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or non-infringement) with respect to any SellerSellers, the Acquired Purchased Assets, or the Assumed Liabilities or with respect to the transactions contemplated by this Agreement, and Sellers disclaim any informationother representations or warranties, statementswhether made by Sellers, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf Affiliate of Sellers or any of their Affiliates respective officers, directors, employees, agents or Advisorsrepresentatives. Without limiting Except for the foregoingrepresentations and warranties contained in ARTICLE V hereof (as modified by the Schedules hereto as supplemented or amended), no Seller nor Sellers (i) expressly disclaim and negate any of its Advisors representation or any other Person will have warranty, expressed or be subject to any Liability whatsoever to Purchaserimplied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any other Personimplied or expressed warranty of merchantability or fitness for a particular purpose, resulting from the distribution or non-infringement) and (ii) disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or any of its Affiliates or Advisorsrepresentatives (including any opinion, information, projection, or Purchaser’s advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Sellers or any of its their Affiliates’ ). Sellers make no representations or Advisors’ use warranties to Purchaser regarding the probable success or profitability of the business or reliance on, assets being acquired by Purchaser. The disclosure of any matter or item in any schedule hereto shall not be deemed to constitute an acknowledgment that any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts matter is required to be disclosed or other material made available is material. The Purchased Assets are being transferred to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the Transactions or any discussions with respect on a “where is” and, as to any of the foregoing informationcondition, “as is” basis.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE SUPPLY AGREEMENT, (as qualified by the Schedules and in accordance with the express terms and conditions I) LICENSOR MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, EITHER AT LAW OR IN EQUITY, RELATED TO THE LICENSED RIGHTS OR LICENSED PRODUCTS, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO VALUE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FOR ORDINARY PURPOSES, OR ANY OTHER MATTER, (including limitations and exclusionsII) of this AgreementLICENSOR MAKES NO, AND HEREBY DISCLAIMS, ANY REPRESENTATION OR WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE REGARDING THE LICENSED RIGHTS AND LICENSED PRODUCTS AND (III) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties)THE LICENSED RIGHTS ARE CONVEYED ON AN "AS IS, Purchaser acknowledges and agrees that no Seller nor any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of any express or implied representation or warranty with respect to any Seller, the Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or AdvisorsWHERE IS" BASIS AS OF THE EFFECTIVE DATE AND LICENSEE SHALL RELY UPON ITS OWN EXAMINATION THEREOF. Without limiting the foregoing, no Seller nor Licensee acknowledges that it has not and is not relying upon any implied warranty of its Advisors merchantability or any other Person will have or be subject to any Liability whatsoever to Purchaserfitness for a particular purpose, or upon any other Personrepresentation or warranty whatsoever as to the prospects (financial, resulting from regulatory or otherwise) or the distribution reliability, suitability, ability to Purchaser or any produce a particular result, and validity, regarding the Licensed Rights after the date of its Affiliates or Advisorsthis Agreement, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including except that Licensee may rely on the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors representations and warranties contained herein and in the Dataroom Supply Agreement. This provision shall not affect the rights or otherwise in expectation obligations of the Transactions or any discussions either Party hereto with respect to any of the foregoing informationother Transaction Agreement.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article III Agreement (as qualified modified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warrantiesSeller Disclosure Letter), Purchaser acknowledges and agrees that no none of the Seller nor Parties, the Companies or any other Person has made, makes or shall be deemed to make any other representation or warranty of any kind whatsoever, express or implied, written or oral, at law or in equity, on behalf of any Seller makesParty, and neither Purchaser has relied onthe Companies or any of their respective Affiliates, is relying on, or will rely on the accuracy or completeness of including any express or implied representation or warranty with respect to regarding any SellerSeller Party, the Acquired AssetsCompanies, the Company Equity Interests, the Business, any Transaction, any other rights or obligations to be transferred pursuant to the Assumed Liabilities Transaction Agreements or with respect to any other matter, and the Seller Parties hereby disclaim all other representations and warranties of any kind whatsoever, express or implied, written or oral, at law or in equity, whether made by or on behalf of any Seller Party, the Companies or any other Person. Except for the representations and warranties expressly set forth this Agreement (as modified by the Seller Disclosure Letter), each Seller Party hereby disclaims all Liability and responsibility for all projections, forecasts, estimates, financial statements, internal ratings, financial information, appraisals, statements, disclosurespromises, documentsadvice, projectionsdata or information made, forecasts communicated or other material furnished (orally or in writing, including electronically) to Buyer or any of Buyer’s Affiliates or any Representatives of Buyer or any of Buyer’s Affiliates, including omissions therefrom. Except for the representations and warranties expressly set forth in this Agreement (as modified by the Seller Disclosure Letter), without limiting the foregoing, no Seller makes any representation or warranty of any nature made available kind whatsoever, express or provided by any Person (including in any presentations implied, written or other materials prepared by Seller Broker) (the “Information Presentation”) oral, at law or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere equity, to Purchaser Buyer or any of its Affiliates or Advisors on behalf any Representatives of Sellers or any Buyer of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates regarding the success, profitability or Advisors, value of the Companies or Purchaser’s the Business. Nothing herein (including any disclaimer of reliance) shall limit or restrict in any manner any of its Affiliates’ Buyer’s rights or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors remedies in the Dataroom or otherwise in expectation event of the Transactions or any discussions with respect to any of the foregoing informationFraud.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article III IV (as qualified modified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warrantiesCompany Disclosure Schedules), Purchaser acknowledges and agrees that no Seller neither the Company nor any other Person has made, makes or shall be deemed to make any other representation or warranty of any kind whatsoever, express or implied, written or oral, at law or in equity, on behalf of the Company, the Company Subsidiaries or any Seller makesof their respective Affiliates, and neither Purchaser has relied on, is relying on, or will rely on the accuracy or completeness of including any express or implied representation or warranty with respect to any Sellerregarding the Company, the Acquired AssetsCompany Subsidiaries or any other Person, the Business, any Transaction, any other rights or obligations to be transferred pursuant to the Transaction Agreements or any other matter, and the Company hereby disclaim all other representations and warranties of any kind whatsoever, express or implied, written or oral, at law or in equity, whether made by or on behalf of the Company, the Company Subsidiaries or any other Person, including any of their respective Representatives. Except for the representations and warranties expressly set forth in this Article IV (as modified by the Company Disclosure Schedules), the Company hereby (a) disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the Assumed Liabilities or with respect to any condition of the Business, and (b) disclaims all Liability and responsibility for all projections, forecasts, estimates, financial statements, financial information, appraisals, statements, disclosurespromises, documentsadvice, projectionsdata or information made, forecasts communicated or other material furnished (orally or in writing, including electronically) to Acquiror or any of Acquiror’s Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Acquiror by any Representative of the Company or the Company Subsidiaries, respectively), including omissions therefrom. Without limiting the foregoing, the Company does not make any representation or warranty of any nature made available kind whatsoever, express or provided by any Person (including in any presentations implied, written or other materials prepared by Seller Broker) (the “Information Presentation”) oral, at law or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere equity, to Purchaser Acquiror or any of its Affiliates or Advisors on behalf any Representatives of Sellers or any Acquiror of their Affiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors or any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates regarding the probable success, profitability or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation value of the Transactions Company, the Company Subsidiaries or any discussions with respect to any of the foregoing informationBusiness.