Common use of No Other Representations or Warranties Clause in Contracts

No Other Representations or Warranties. Except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article III V or in any certificate delivered by the Company to Ancillary Implementing Agreement, neither Purchaser Parent or nor Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its nor any of their respective Affiliates, Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, makes any express or has made, any implied representation or warranty relating with respect to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representativesrespective Subsidiaries or Affiliates, including the Purchaser Business or with respect to any materials other information provided, or information made available available, to Seller Parent and/or or any of its Affiliates or Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Companyhereby. Each of Parent and Purchaser Sub acknowledges and agrees that, except Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to merchantabilitythe prospects of Purchaser or the Purchaser Business or their profitability, satisfactory quality or fitness with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business 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 representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any particular purposeAncillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilities. (b) Purchaser Parent and Purchaser acknowledge and agree that, except for the representations and warranties contained in Article IV or in any Ancillary Implementing Agreement, neither Seller Parent, the other Sellers nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Seller Parent, the other Sellers, the Conveyed Subsidiaries or any of their respective Subsidiaries or Affiliates, the Purchased Assets, the Business or with respect to any other information provided, or made available, to Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives in connection with the transactions contemplated hereby. Purchaser Parent and Purchaser acknowledge and agree that, except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in Article IV or in any Ancillary Implementing Agreement, neither Seller Parent, the other Sellers nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Purchaser Parent, Purchaser, any of their respective Affiliates or Representatives or any other Person resulting from the sale and purchase of the Purchased Assets or the Business to Purchaser Parent, Purchaser or their Affiliates or Purchaser Parent’s or Purchaser’s use of, or the use by any of their respective Affiliates or Representatives of any information, including information, documents, projections, forecasts, business plans or other material (including any Evaluation Material (as defined in the Confidentiality Agreement)) made available to Purchaser Parent, Purchaser, any of their respective Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Seller Parent, the other Sellers or any of their respective Affiliates or Representatives. Purchaser Parent and Purchaser acknowledge and agree that they are not relying on any representation or warranty of Seller Parent, the other Sellers, or any of their Affiliates or Representatives or any other Person, other than those representations and warranties specifically set forth in Article IV or in any Ancillary Implementing Agreement. Purchaser Parent and Purchaser acknowledge and agree that each of Seller Parent and the other Sellers and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in Article IV or in any Ancillary Implementing Agreement. Purchaser Parent and Purchaser acknowledge and agree that 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. (c) Purchaser Parent and Purchaser acknowledge that they have conducted to their satisfaction an independent investigation of the financial condition, results of operations and projected operations of the Business and the nature and condition of its properties, assets, liabilities and businesses and, in “making the determination to proceed with the transactions contemplated hereby, have relied solely on the results of their own independent investigation and the representations and warranties set forth in Article IV or any Ancillary Implementing Agreement. In light of these inspections and investigations and the representations and warranties made to Purchaser Parent and Purchaser by Seller Parent in Article IV or in any Ancillary Implementing Agreement, Purchaser Parent and Purchaser are relinquishing any right to any claim based on any representations and warranties other than those specifically included in Article IV or in any Ancillary Implementing Agreement. Any claims Purchaser Parent or Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller Parent set forth in Article IV or in any Ancillary Implementing Agreement. (d) Purchaser Parent and Purchaser acknowledge that, except as is” condition explicitly set forth herein, neither Seller Parent nor any of its Affiliates has made any 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 or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Purchaser Parent or Purchaser or any of their respective Affiliates or Representatives in connection with Purchaser Parent’s and on a “where is” basisPurchaser’s review of the Business 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.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article III IV or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationAncillary Implementing Agreement, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Companyneither Seller Parent, the Company subsidiaries other Sellers nor any of their respective Affiliates, Representatives or any other Person on behalf makes any express or implied representation or warranty with respect to Seller Parent, the other Sellers, the Conveyed Subsidiaries or any of their respective Subsidiaries or Affiliates, the Company makesPurchased Assets, the Business or with respect to any other information provided, or made available, to Purchaser Parent, Purchaser or any of their Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article IV or in any Ancillary Implementing Agreement, neither Seller Parent nor any of its Affiliates, Representatives or any other Person has made, made any representation or warranty relating warranty, express or implied, as to itself the prospects of the Business or its profitability, or with respect to any forecasts, projections or business plans or otherwiseother information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Purchaser Parent, Purchaser or any of their Affiliates or Representatives in connection with Purchaser Parent’s and Purchaser’s review of the Business 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 representations and warranties contained in this Article IV or in any Ancillary Implementing Agreement, neither Seller Parent, the other Sellers nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Purchaser Parent, Purchaser, their Affiliates or Representatives or any other Person resulting from the sale and purchase of the Purchased Assets, or the Business to Purchaser Parent, Purchaser or their Affiliates or Purchaser Parent’s or Purchaser’s use of, or the use by any of their Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material (including any Evaluation Material (as defined in the Confidentiality Agreement)) made available to Purchaser Parent, Purchaser, their Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Seller Parent, the other Sellers or any of their respective Affiliates or Representatives, or Purchaser Parent, Purchaser or their Affiliates or Representatives. Each of Seller Parent and the other Sellers and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article IV or in any Ancillary Implementing Agreement. 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. (b) Seller Parent acknowledges and agrees that, except for the representations and warranties contained in Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent, Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated by hereby. Seller Parent acknowledges and agrees that, except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent or any of its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of any information, including information, documents, projections, forecasts, business plans or other material (including any Evaluation Material (as defined in the Confidentiality Agreement)) made available to Seller Parent or any of its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Seller Parent acknowledges and Parent and Purchaser Sub are agrees that it is not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub Purchaser, or any of their RepresentativesAffiliates or Representatives or any other Person, including other than those representations and warranties specifically set forth in Article V or in any materials or information made available to Ancillary Implementing Agreement. Seller Parent and/or its Representatives in connection with presentations by the Company’s management, are not acknowledges and shall not be deemed to be or include representations or warranties. Each agrees that each of Purchaser Parent and Purchaser Sub and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in Article V or in any Ancillary Implementing Agreement. Seller Parent acknowledges and agrees that neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilities. (c) Seller Parent acknowledges that it has conducted, conducted to its satisfaction, its own satisfaction an independent investigation of the financial condition, results of operations and business projected operations of Purchaser and the Company Purchaser Business and the nature and condition of its properties, assets, liabilities and businesses and, in making its the determination to proceed with the transactions contemplated by this Agreementhereby, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms representations and warranties set forth in Article V or any Ancillary Implementing Agreement. In light of this Agreement these inspections and has not reliedinvestigations and the representations and warranties made to Seller Parent by Purchaser Parent in Article V or in any Ancillary Implementing Agreement, directly or indirectly, Seller Parent is relinquishing any right to any claim based on any materials representations and warranties other than those specifically included in Article V or information made available to in any Ancillary Implementing Agreement. Any claims Seller Parent and/or its Representatives by may have for breach of representation or warranty shall be based solely on behalf the representations and warranties of the Company. Each of Purchaser Parent and Purchaser Sub set forth in Article V or in any Ancillary Implementing Agreement. (d) Seller Parent acknowledges and agrees that, except as expressly explicitly set forth in this Agreementherein, neither Purchaser Parent, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without nor any representation or of their Affiliates has made any warranty, express or implied, as to merchantabilitythe prospects of Purchaser or the Purchaser Business or their profitability, satisfactory quality or fitness for with respect to any particular purposeforecasts, projections or business plans or other information (including any Evaluation Material (as defined in “the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of the Purchaser Business and the negotiation and execution of this Agreement, including as is” condition and on a “where is” basisto the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information.

No Other Representations or Warranties. (a) Except for the representations and warranties contained expressly made by the Company in this Article III or in any and the certificate delivered by the Company pursuant to Parent Section 6.02(a), neither the Company nor any of its Subsidiaries, nor any other Person, has made or Purchaser Sub is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (and financial or otherwise) or prospects, notwithstanding the delivery or disclosure to Parent Parent, Merger Sub or its any of their respective Representatives or Affiliates of any documentation, projections, estimates, budgets forecasts or other information)information with respect to any one or more of the foregoing, and each of Parent and Purchaser Merger Sub acknowledges that the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties expressly made by the Company in this Article III and the certificate delivered by the Company pursuant to Section 6.02(a), neither the Company nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub or any of their respective Representatives or Affiliates with respect to (xi) none of any financial projection, forecast, estimate, budget or prospective information relating to the Company, the Company subsidiaries any of its Subsidiaries or their respective businesses or (ii) any oral, written or other information presented or provided to Parent, Merger Sub or any other Person on behalf of their respective Representatives or Affiliates in the course of their due diligence investigation of the Company makesand its Subsidiaries, the negotiation of this Agreement or the course of the Transactions. (b) Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees that neither Parent nor Merger Sub, nor any Affiliate or Representative of either of them, has made, made or is making any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representativesits Subsidiaries or Merger Sub, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warrantywhatsoever, express or implied, beyond those expressly given by Xxxxxx and Merger Sub in Article IV and the certificate delivered by the Parent and Merger Sub pursuant to Section 6.03(a), including any implied representation or warranty as to merchantabilitythe accuracy or completeness of any information regarding Parent and its Subsidiaries furnished or made available to the Company or any of its Representatives, satisfactory quality and that the Company has not relied on any such other representation or fitness for any particular purpose, warranty not set forth in “as is” condition Article IV and on a “where is” basisthe certificate delivered by the Parent and Merger Sub pursuant to Section 6.03(a).

No Other Representations or Warranties. (a) Except for the representations and warranties contained in Article III or in any certificate delivered made by the Company Partnership in this Article III, neither the Partnership nor any other Person makes any other express or implied representation or warranty with respect to Parent the Partnership or Purchaser Sub any of its Subsidiaries or Joint Venture Entities or their respective businesses, operations, assets, liabilities, condition (and financial or otherwise) or prospects, notwithstanding the delivery or disclosure to Parent Parent, Merger Sub or its any of their respective Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing, and each of Parent and Merger Sub acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties made by the Partnership in this Article III, neither the Partnership nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Partnership, any of its 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 or otherwise concerning reserves for losses, loss adjustment expenses or uncollectible reinsurance or (c) 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 Partnership, the negotiation of this Agreement or the course of the Transactions. (b) Notwithstanding anything to the contrary contained in this Agreement, the Partnership and the General Partner acknowledge and agree that neither the Parent nor Merger Sub, nor any Affiliate or Representative of either of them, has made or is making any representation or warranty relating to Parent, any of its Subsidiaries or Merger Sub, whatsoever, express or implied, beyond those expressly given by Parent and Merger Sub in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding Parent and its Subsidiaries furnished or made available to the Partnership or any of its Representatives and that neither the Partnership nor the General Partner has relied on any such other representation or warranty not set forth in Article IV. Without limiting the generality of the foregoing, the Partnership and the General Partner acknowledge that, other than as set forth in Article IV, no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or other information)information that may have been made available to the Partnership or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, each of Parent and Purchaser Sub acknowledges that (x) none of the Companyor in connection with, the Company subsidiaries Transactions or the GP Transfer) and that neither the Partnership nor the General Partner has relied on any such other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisArticle IV.

No Other Representations or Warranties. Except for the representations and warranties contained expressly set forth in this Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation5, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanyParent, the Company subsidiaries Merger Sub or any of their Affiliates nor any other Person on behalf of the Company makesany of 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 has mademade available, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries 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 Person 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 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 the Company to make or any representation or warranty relating to itself or its business or otherwise in connection with this Agreementof the Company Subsidiaries, and if madetheir businesses, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entityoperations, and (z) any estimateassets, projection, prediction, dataliabilities, financial informationcondition, memorandumresults of operations, presentation 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 any of the Company Subsidiaries or any other materials matter furnished or information provided to Parent or addressed Merger Sub or Made Available to Parent, Purchaser Merger Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with presentations by with, this Agreement or the Company’s management, Transactions. Parent and Merger Sub are not relying and shall not be deemed to be specifically disclaim that they are relying upon or include 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 have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Each of Parent and Purchaser Merger Sub acknowledges that it has conducted, to its satisfaction, its have conducted their own independent investigation of the condition, operations Acquired Companies and business of the Company Transactions and in making its determination have had an opportunity to proceed discuss and ask questions regarding the Acquired Companies’ businesses with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf management of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.

No Other Representations or Warranties. Except (a) Buyer acknowledges that, except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationV, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or neither Sellers nor any other Person on behalf of the Company makes, Sellers makes any express or has made, any implied representation or warranty relating with respect to itself Sellers (including representations and warranties as to the condition of the Acquired Assets) or its business with respect to any information provided by or otherwise, in connection with this Agreement on behalf of Sellers to Buyer. Neither Sellers nor any other Person will have or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on be subject to any representation liability or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries indemnification obligation to Buyer or any other Person on behalf resulting from the distribution to Buyer, or use by Buyer, of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials information, documents, projections, forecasts or information other material made available to Parent and/or its Representatives Buyer in any “data rooms,” “data sites,” responses to inquiries, confidential information memoranda or management presentations in expectation of or in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this AgreementAgreement or any other Transaction Document. Any documents, each of Parent title information, assessments, surveys, plans, specifications, reports and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not reliedstudies, directly or indirectly, on any materials or other information made available to Parent and/or 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 Representatives 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 on behalf completeness of any of the CompanyReview 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. (b) In connection with investigation by Buyer, Buyer has received or may receive from Sellers certain projections, forward-looking statements and other forecasts and certain business plan information. Each 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 Parent the adequacy and Purchaser Sub 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 plans), and that Buyer shall have no claim against anyone with respect thereto. Accordingly, Buyer acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without limiting any representation or warrantywarranty in this Article V or any other term of this agreement, express Sellers make no representation or impliedwarranty with respect to such estimates, as to merchantabilityprojections, satisfactory quality forecasts or fitness for any particular purposeplans (including the reasonableness of the assumptions underlying such estimates, in “as is” condition and on a “where is” basisprojections, forecasts or plans).

No Other Representations or Warranties. Except (a) Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained (including the Schedules with respect thereto) made by Seller and expressly set forth in Article III or in Section 2.1 of this Agreement, neither Seller nor any certificate delivered by the Company representative of Seller has made and will not be construed as having made to Parent or Purchaser Sub (or to any of their respective representatives, and none of Parent, Purchaser or any of their respective representatives have relied upon, any representation or warranty of any kind. Without limiting the generality of the foregoing, and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information)express representation and warranty made by Seller in Section 2.1 hereof, each of Parent and Purchaser Sub acknowledges agrees that (x) none neither Seller nor any representative of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, Seller makes or has made, made any representation or warranty to the Parent or Purchaser or to any of their respective representatives with respect to any estimates, projections and other forecasts relating to itself or its business or otherwise, in connection with this Agreement the Cinagro Shares or the transactions contemplated Company Shares, and plan and budget information with respect thereto or, except to the extent and as expressly covered by a representation and warranty of Seller contained in Section 2.1 hereof, with respect to any other statements, documents or other information heretofore or hereafter delivered to or made available to Parent or Purchaser or to any of their respective representatives and that neither Parent nor Purchaser will assert any claim against Seller or any of its directors, officers, employees, agents, stockholders, or representatives, or hold Seller or any such persons liable with respect thereto. (b) Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties (including the Schedules with respect thereto) made by the Majority Member and expressly set forth in Section 2.2 of this Agreement, neither the Majority Member nor any of his representatives has made and will not be construed as having made to Parent or Purchaser or to any of their respective representatives, and none of Parent, Purchaser Sub are not relying on or any of their respective representatives have relied upon, any representation or warranty of any Person except for those expressly set forth in this Agreementkind. Without limiting the generality of the foregoing, (y) no person has been authorized and notwithstanding any express representation and warranty made by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise Majority Member in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this AgreementSection 2.2 hereof, each of Parent and Purchaser Sub agrees that neither the Majority Member nor any of his representatives makes or has relied solely on made any representation or warranty to the results Parent or Purchaser or to any of its own independent investigation their respective representatives with respect to any estimates, projections and other forecasts relating to the terms Company Shares, and plan and budget information with respect thereto or, except to the extent and as expressly covered by a representation and warranty of this Agreement and has not reliedthe Majority Member contained in Section 2.2 hereof, directly with respect to any other statements, documents or indirectly, on any materials other information heretofore or information hereafter delivered to or made available to Parent and/or its Representatives by or on behalf Purchaser or to any of their respective representatives and that neither Parent nor Purchaser will assert any claim against the Company. Each Majority Member or any of Parent and Purchaser Sub acknowledges and agrees thathis agents or representatives, except as expressly set forth in this Agreement, Purchaser Sub shall acquire or hold the Purchased Assets and the Assumed Liabilities without Majority Member or any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basissuch persons liable with respect thereto.

No Other Representations or Warranties. Except for the representations and warranties contained expressly set forth in this Article III or in 4, neither Lafite nor any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or of its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or Affiliates nor any other Person on behalf of the Company makesany of them is making or has made any express or implied representation or warranties of any kind or nature whatsoever, including with respect to Lafite or its Subsidiaries or their respective businesses or with respect to any other information provided, or has madeMade Available, any representation or warranty relating to itself Tempranillo or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, Subsidiaries (yincluding Merger Sub) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials respective Representatives or information made available to Parent and/or its Representatives Affiliates in connection with presentations by the Company’s managementTransactions, are not including the accuracy or completeness thereof, and shall not be deemed to be or include Lafite hereby expressly disclaims any such other representations or and warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub Lafite acknowledges and agrees that, except as expressly set forth for the representations and warranties made by Tempranillo and Merger Sub in this AgreementAgreement (as qualified by the applicable items disclosed in the Tempranillo Disclosure Letter), Purchaser none of Tempranillo, Merger Sub shall acquire the Purchased Assets or any of its Representatives, Affiliates and the Assumed Liabilities without equityholders is making or has made any representation representations or warrantywarranties, express expressed or implied, as at law or in equity, with respect to merchantabilityor on behalf of Tempranillo or any of its Subsidiaries (including Merger Sub), satisfactory quality their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or fitness for 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 particular purposeinformation regarding Tempranillo or any of its Subsidiaries (including Merger Sub) or any other matter furnished or provided to Lafite or Made Available to Lafite or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in “as is” condition connection with, this Agreement or the Transactions. Lafite is not relying upon and on a “where is” basisspecifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that Tempranillo, Merger Sub and their Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Lafite has conducted its own independent investigation of Tempranillo and its Subsidiaries and the Transactions and have had an opportunity to discuss and ask questions regarding Tempranillo’s and its Subsidiaries’ businesses with the management of Tempranillo.

No Other Representations or Warranties. (a) Except for the representations and warranties contained made in this Article III IV, the Buyer Disclosure Letter or in any certificate delivered by pursuant to this Agreement, neither the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or Buyer nor any other Person on behalf of the Company makes, makes any express or has made, any implied representation or warranty relating with respect to itself the Buyer or its business Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entitythe Merger, and (z) the Buyer hereby disclaims any estimate, projection, prediction, data, financial information, memorandum, presentation or any such other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each In particular, without limiting the foregoing disclaimer, except as expressly provided in this Article IV, the Buyer Disclosure Letter or any certificate delivered pursuant to this Agreement, neither the Buyer nor any other Person makes or has made any representation or warranty to the Company or any of Parent its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Buyer or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and Purchaser Sub acknowledges that it has conductedwarranties made in this Article IV, the Buyer Disclosure Letter or any certificate delivered pursuant to this Agreement, any oral or written information presented to the Company or any of its satisfaction, its own independent affiliates or representatives in the course of their due diligence investigation of the conditionBuyer, operations and business the negotiation of this Agreement or in the course of the Company and in making its determination to proceed with Merger or the other transactions contemplated by this Agreement. (b) Notwithstanding anything contained in this Agreement to the contrary, each of Parent the Buyer acknowledges and Purchaser Sub agrees that neither the Company nor any other Person has relied solely on the results of its own independent investigation made or is making, and the terms Buyer expressly disclaims reliance upon, any representations, warranties or statements relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article III, the Company Disclosure Letter or any certificate delivered pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of this Agreement and has not relied, directly any information regarding the Company furnished or indirectly, on any materials or information made available to Parent and/or the Buyer, or any of its Representatives by or on behalf representatives. Without limiting the generality of the Company. Each of Parent and Purchaser Sub foregoing, the Buyer acknowledges and agrees that, except as expressly set forth provided in Article III, the Company Disclosure Letter or any certificate delivered pursuant to this Agreement, Purchaser Sub shall acquire no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information of the Purchased Assets and Company or any of its Subsidiaries that may have been made available to the Assumed Liabilities without Buyer or any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisof its representatives.

No Other Representations or Warranties. Except for the representations and warranties contained of Seller expressly set forth in Article III this Agreement (as modified by the Disclosure Schedules), or any representations and warranties of Seller, Parent and/or an officer of Seller that are expressly set forth in any certificate Closing certificate, Closing affidavit or Ancillary Agreement expressly delivered by at the Company Closing pursuant to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other informationSections 9.3(d), each of Parent and Purchaser Sub acknowledges that (xe), (f), (g) none of the Companyor (i), the Company subsidiaries or neither Seller nor any other Person person acting on its behalf makes or has made any other express or implied representation or warranty on behalf of the Company makes, or has made, any representation or warranty relating Seller with respect to itself or its business or otherwise, in connection with this Agreement or 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, and INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. Buyer acknowledges that all other warranties that Seller, Parent and Purchaser Sub 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 not relying on any representation or warranty of any Person hereby expressly excluded. Buyer acknowledges that, except for those expressly as set forth in this AgreementAgreement (as modified by the Disclosure Schedules) or any Closing certificate, Closing affidavit or Ancillary Agreement expressly delivered at Closing pursuant Sections 9.3(d), (ye), (f), (g) no person has been authorized by the Companyor (i), the Company subsidiaries or neither Seller, Parent nor any other Person on behalf of the Company purporting to make represent Seller will have or be subject to any representation liability or warranty relating indemnification obligation to itself Buyer or its business Affiliates resulting from the distribution, communication or otherwise furnishing to Buyer (whether in connection with this Agreementwritten or oral form), and if madeor use by Buyer, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) of any estimate, projection, prediction, data, financial information, memorandumdocuments, presentation projections, forecasts or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information material made available to Parent and/or its Representatives Buyer, confidential information memoranda or management interviews and presentations made available to Buyer in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each expectation of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on Agreement (but expressly excluding the results of its own independent investigation and the terms of information contained within this Agreement and has or the Disclosure Schedules). Seller does not relied, directly make any representations or indirectly, on any materials warranties to Buyer regarding the probable success or information made available to Parent and/or its Representatives by or on behalf future profitability of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisBusiness.

No Other Representations or Warranties. Except for the representations and warranties contained in Article III III, neither Wendy’s nor any person on behalf of Wendy’s makes any other express or implied representation or warranty with respect to Wendy’s or any of its Subsidiaries or with respect to any other 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, none of Triarc or Merger Sub or any certificate delivered by other person on behalf of Triarc or Merger Sub makes any other express or implied representation or warranty with respect to Triarc or any of its Subsidiaries or with respect to any other information provided to Wendy’s in connection with the Company transactions contemplated hereby. Neither Wendy’s nor any other person will have or be subject to Parent any liability or Purchaser indemnification obligation to Triarc or Merger Sub (and notwithstanding or any other person resulting from the delivery distribution to Triarc or disclosure to Parent Merger Sub, or its Representatives of Triarc’s or Merger Sub’s use of, any documentationsuch information, including any information, documents, projections, estimates, budgets forecasts or other information), each material made available to Triarc or Merger Sub in “data rooms” or management presentations in expectation of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, unless and Parent and Purchaser Sub are not relying on then only to the extent that any such information is expressly included in a representation or warranty contained in Article III. None of any Person except for those expressly set forth in this AgreementTriarc, (y) no person has been authorized by the Company, the Company subsidiaries Merger Sub or any other Person on behalf of the Company person will have or be subject to make any representation liability or warranty relating indemnification obligation to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation Wendy’s or any other materials person resulting from the distribution to Wendy’s or information provided or addressed to ParentWendy’s use of, Purchaser Sub or any of their Representativessuch information, including any materials information, documents, projections, forecasts or information other material made available to Parent and/or its Representatives Wendy’s in connection with “data rooms” or management presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each in expectation of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent unless and Purchaser Sub has relied solely on then only to the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on extent that any materials or such information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as is expressly set forth included in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any a representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, warranty contained in “as is” condition and on a “where is” basisArticle III.

No Other Representations or Warranties. Except for (a) NONE OF SELLERS, THE TRANSFERRED COMPANIES NOR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAVE MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE MEDIASITE COMPANIES OR THE MEDIASITE BUSINESS OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE V OF THIS AGREEMENT. (b) Without limiting the generality of the foregoing, none of Sellers, the Transferred Companies, nor any of their respective Affiliates or Representatives have made, and shall not be deemed to have made, any representations or warranties in the materials relating to the Mediasite Business made available to Buyer, including any memoranda or offering materials, any due diligence materials and warranties contained the materials made available in Article III the "Sonic Foundry, Inc." virtual data room operated by Sharevault, or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none presentation of the CompanyMediasite Business by management of Sellers or others in connection with the transactions contemplated hereby, the Company subsidiaries and no statement contained in any of such materials or made in any other Person on behalf of the Company makes, or has made, any such presentation shall be deemed a representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business hereunder or otherwise in connection with this Agreement, and if made, such representation or warranty shall not deemed to be relied upon by Parent Bxxxx in executing, delivering and performing this Agreement and the other Related Documents and the transactions contemplated hereby and thereby. It is understood that any cost estimates, projections or Purchaser Sub as having been authorized by such entityother predictions, and (z) any estimate, projection, prediction, data, any financial information, memorandum, presentation information or any other memoranda or offering materials or information provided or addressed to Parent, Purchaser Sub or any of their Representativespresentations, including but not limited to, any offering memorandum or similar materials or information made available to Parent and/or its by Sellers and their Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or to include representations or warranties. Each warranties of Parent Sellers, and Purchaser Sub acknowledges that it has conductedare not and shall not be deemed to be relied upon by Buyer in executing, to its satisfaction, its own independent investigation of delivering and performing this Agreement and the condition, operations other Related Documents and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent hereby and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisthereby.

No Other Representations or Warranties. No Statements Made as to Projections or Prospects; Authorized Representatives; Bulk Sales. (a) Except for the representations and warranties contained in Article III hereof, neither Seller, any Local Seller, their Affiliates, nor any other Person on behalf of Seller, any Local Seller or their Affiliates makes any other express or implied representation or warranty in any certificate delivered by connection with the Company to Parent or Purchaser Sub (and transactions contemplated hereunder, notwithstanding the delivery or disclosure to Parent Purchaser or any of its Representatives representatives or any other Person of any documentation, projections, estimates, budgets documentation or other information)information by Seller, each any Local Seller or any of Parent and Purchaser Sub acknowledges that (x) none their respective representatives or any other Person with respect to any one or more of the Companyforegoing. (b) Except for the representations and warranties contained in Article IV hereof, the Company subsidiaries or neither Purchaser, nor any other Person on behalf of the Company makes, Purchaser or has made, its Affiliate makes any other express or implied representation or warranty relating in connection with the transactions contemplated hereunder, notwithstanding the delivery or disclosure to itself Seller or any of its representatives or any other Person of any documentation or other information by Purchaser or any of its representatives or any other person with respect to any one or more of the foregoing. (c) Notwithstanding anything else to the contrary, the Parties agree and acknowledge that neither Purchaser, their Affiliates, nor any other Person may rely upon any documents, information or material of any nature, including without limitation, with respect to any projections, estimates or potential prospects of the Business or otherwise which may have been discussed with or provided to Purchaser or its business representatives at any time, whether pursuant to Section 5.3(e), Section 5.4(i) or otherwise, and that the only representations and warranties or, without limiting the generality of the foregoing, information as to the status or prospects of Business, upon which Purchaser may rely, are as referred to in connection with this Agreement (a) above. (d) Notwithstanding anything else to the contrary, the Parties agree and acknowledge that no persons who are employed by or the transactions contemplated by this Agreement, and Parent and are agents of Seller are or were entitled to make any statements or enter into any obligations on behalf of Seller upon which Purchaser Sub may rely other than as are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, Agreement or the Ancillary Agreements. (ye) no person has been authorized by The Parties waive compliance with the Company, the Company subsidiaries or any other Person on behalf requirements of the Company to make bulk sales Laws (or similar Laws for the protection of creditors) of any representation or warranty relating to itself or its business or otherwise jurisdiction in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basishereby.

No Other Representations or Warranties. Except for the representations and warranties contained made by Parent in this Article III II or in any certificate delivered by pursuant to this Agreement, none of Parent, the Company other Sellers, the Business Companies or any other Person makes any other express or implied representation or warranty with respect to Parent Parent, the other Sellers, the Business Companies or Purchaser Sub their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Business Companies or the Business, notwithstanding the delivery or disclosure to Parent Buyer or any of its Representatives of any documentation, projections, estimates, budgets forecasts or other information)information with respect to any one or more of the foregoing. In particular, each and without limiting the generality of Parent and Purchaser Sub acknowledges that (x) the foregoing, none of the CompanyParent, the Company subsidiaries other Sellers, the Business Companies or any other Person on behalf of the Company makes, makes or has made, made any express or implied representation or warranty to Buyer or any of its Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospective information relating to itself the Business Companies or its business the Business or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise, ) or prospects or (b) except for the representations and warranties made by Parent in connection with this Agreement Article II or the transactions contemplated by in any certificate delivered pursuant to this Agreement, any oral or written information presented to Buyer or any of its Representatives in the course of their due diligence investigation of the Business Companies and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the CompanyBusiness, the Company subsidiaries negotiation of this Agreement and the other Transaction Documents or the course of the Transactions. None of Parent, the other Sellers, the Business Companies or any other Person on behalf will have or be subject to any liability or other obligation to Buyer or any of its Representatives or any other Person resulting from the consummation of the Company Transactions or Buyer’s use by any of its Representatives of any such information, including information, documents, projections, forecasts or other material made available to make Buyer or its Representatives in any “data rooms”, teaser, confidential information memorandum or management presentations in connection with the Transactions, unless any such information is expressly and specifically included in a representation or warranty relating contained in this Article II or in any certificate delivered pursuant to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly then only as expressly provided in this Agreement or indirectly, on any materials or information made available to such certificate. Parent and/or its Representatives by or on behalf and each of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets other Sellers and the Assumed Liabilities without Business Companies disclaim any representation or warrantyand all other representations and warranties, whether express or implied. Notwithstanding anything herein to the contrary, as to merchantabilitynothing in this Section 2.26 shall impact, satisfactory quality restrain, prohibit or fitness for limit any particular purpose, claim in “as is” condition and on a “where is” basisrespect of Fraud.

No Other Representations or Warranties. Except for the representations and warranties contained in Article III or in any certificate delivered made by the Company in this Article III, neither the Company nor any other Person makes any other express or implied representation or warranty with respect to Parent any of the Company, its Subsidiaries or Purchaser Sub the Joint Venture Entities or their respective businesses, operations, assets, liabilities, condition (and financial or otherwise) or prospects, notwithstanding the delivery or disclosure to Parent Parent, Merger Sub or its any of their respective Representatives of any documentation, projections, estimates, budgets forecasts or other information)information with respect to any one or more of the foregoing, and each of Parent and Purchaser Merger Sub acknowledges that acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties made by the Company in this Article III, neither the Company nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub or any of their respective Representatives with respect to (xa) none any financial projection, forecast, estimate, budget or prospect information relating to any of the Company, its Subsidiaries or the Joint Venture Entities 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 or otherwise concerning reserves for losses, loss adjustment expenses or uncollectible reinsurance or (c) 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 Company subsidiaries negotiation of this Agreement or any other Person on behalf the course of the Transactions. Each of the Company makesShareholders and the Company acknowledges and agrees that except for the representations and warranties of Parent and Merger Sub made in Article IV, neither Company Shareholder nor the Company has relied upon on any representation, warranty or has madestatement, including as to the accuracy or completeness thereof, either express or implied, whether written or oral, concerning Parent, Merger Sub or any representation of their respective Affiliates or warranty relating to itself or its business any of their respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, in connection with this Agreement or the transactions contemplated by this Agreement, Agreement and Parent and Purchaser Sub are not relying on any representation the Ancillary Agreement or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized otherwise with respect to information provided by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Merger Sub or any of their respective Affiliates or Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III IV or in the other Transaction Documents (or any certificate certificates delivered by Seller Parent, Seller or any of the Company Other Sellers to Parent or Purchaser Sub (and notwithstanding at the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other informationClosing), each of Parent Purchaser acknowledges and Purchaser Sub acknowledges agrees that (x) none of the CompanyOther Sellers, Seller, any Subsidiaries or Affiliates of the Other Sellers or Seller nor any other Person makes any other express, implied or statutory representation or warranty with respect to the Purchased Subsidiary Interests, the Company subsidiaries Business, the Purchased Assets, Purchased Seller Subsidiaries, the Assumed 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 Purchased Assets, (b) the use of the Purchased Assets and Purchased Seller Subsidiaries, and the operation of the Business by Purchaser after the Closing in any 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 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 Parent, Seller or any of the Other Sellers to Purchaser at the Closing), and the indemnification obligations set forth in Article IX hereof, the Other Sellers, Seller or any other Person on behalf of will not have or be subject to any liability or indemnification obligation to Purchaser or any other Person for any information provided to the Company makes, Purchaser or has made, any representation or warranty its representatives relating to itself the Business or its business or otherwise, otherwise in connection with this Agreement or expectation of the transactions contemplated by this AgreementAgreement and any information, document, or 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 Parent the rights and remedies that may be exercised by Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon limited or otherwise affected by Parent or Purchaser Sub as having been authorized by such entitya result of any information furnished to, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials investigation made by or information provided or addressed to Parentknowledge of, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisrepresentatives.

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 contained set forth in Article III Section 3.1, Buyer acknowledges that none of Parent, Performance Packaging or in any certificate delivered by the Company to Parent of their respective Affiliates or Purchaser Sub (and notwithstanding the delivery any person or disclosure to Parent or its Representatives entity acting on behalf of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Companyforegoing, including Mesirow Financial, Inc., makes or has made any other express or any implied representation or warranty to Buyer as to the accuracy or completeness of any information regarding Parent, Performance Packaging, the Company subsidiaries Business or any other Person on behalf of the Company makes, or has made, any representation or warranty matter relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any . 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 Person 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 for those 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 (ya) no person 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 been authorized by the Company, the Company subsidiaries received from or any other Person 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 Company 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 relating with respect to itself or its business or otherwise in connection with this Agreementsuch estimates, projections and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, other forecasts and plans (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation reasonableness of the condition, operations and business assumptions or the accuracy of the Company information underlying such estimates, projections and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees thatforecasts), except as to the extent expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisSection 3.1.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III IV or in any certificate delivered by the Company to Parent or other Transaction Documents, Purchaser Sub (acknowledges and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges agrees that (x) none of the CompanyOther Sellers, Seller, any Subsidiaries or Affiliates of the Other Sellers or Seller nor any other Person makes any other express, implied or statutory representation or warranty with respect to the Purchased Subsidiary Interests, the Company subsidiaries Business, the Purchased Assets, Purchased Seller Subsidiaries, the Assumed 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 Purchased Assets, (b) the use of the Purchased Assets and Purchased Seller Subsidiaries, and the operation of the Business by Purchaser after the Closing in any 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 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 Document and the indemnification obligations set forth in Article IX hereof, the Other Sellers, Seller or any other Person on behalf of will not have or be subject to any liability or indemnification obligation to Purchaser or any other Person for any information provided to the Company makes, Purchaser or has made, any representation or warranty its representatives relating to itself the Business or its business or otherwise, otherwise in connection with this Agreement or expectation of the transactions contemplated by this AgreementAgreement and any information, document, or 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 Parent the rights and remedies that may be exercised by Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon limited or otherwise affected by Parent or Purchaser Sub as having been authorized by such entitya result of any information furnished to, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials investigation made by or information provided or addressed to Parentknowledge of, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisrepresentatives.

No Other Representations or Warranties. (a) Except for the representations and warranties contained set forth in Article III or in any certificate delivered by ARTICLE III, the Company to Parent or Purchaser Sub (acknowledges and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges agrees that (xi) none of the CompanySeller, the Company subsidiaries Companies or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors (collectively, “Company Persons”) has made any other Person on behalf of the Company makes, express or has made, any implied representation or warranty relating with respect to itself the Company Business or its the Companies or their respective business or otherwiseoperations, including with respect to any information provided or made available to Purchaser or any of its Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors (collectively, “Purchaser Persons”); and (ii) none of the Seller, the Companies or any Company Persons will have any liability or indemnification obligation or other obligation of any kind or nature to the Purchaser or any Purchaser Persons resulting from the delivery, dissemination or other distribution to the Purchaser or any Purchaser Persons or the use by the Purchaser or any Purchaser Persons of any such information provided or made available to any of them by the Seller, the Companies or any Company Persons, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Purchaser or any Purchaser Persons in connection with this Agreement any data rooms (whether physical or electronic), confidential information memoranda or management presentations in anticipation or contemplation of the transactions contemplated by this Agreement. (b) In connection with its due diligence investigation of the Companies, the Purchaser and the Purchaser Persons received from the Seller, the Companies or the Company Persons estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company Business and the Companies and their business and operations. The Purchaser acknowledges and agrees that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, forward-looking statements and business plans, and Parent that the Purchaser will have no claim against the Seller, the Companies or any Company Persons with respect thereto. Accordingly, the Purchaser acknowledges and Purchaser Sub are not relying on agrees that none of the Seller, the Companies or any Company Person has made any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans. (c) Notwithstanding the foregoing, nothing in Section 4.6 or this Section 4.8 shall prevent the Purchaser from relying on the representations and warranties of any Person except for those expressly the Seller set forth in this AgreementAgreement or the Transaction Documents, (y) no person has been authorized by or limit the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise Seller’s liability in connection with this Agreement, and if made, any breach of any such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.

No Other Representations or Warranties. Except for (a) Other than the representations and warranties contained expressly set forth in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationthis Agreement, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanyParent, the Company subsidiaries Merger Sub or any other Person on behalf of Parent or Merger Sub makes any express or implied representation or warranty with respect to Parent or any of its Subsidiaries, and the Company is not relying on any representation or warranty other than those expressly set forth in this Agreement. Parent and Xxxxxx 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 representation representations or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty warranties relating to itself or its business or otherwise in connection with this Agreementthe Merger, and if made, such Parent and Merger Sub are not relying on any representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as than those expressly set forth in this Agreement, Purchaser Sub shall acquire . (b) In connection with the Purchased Assets due diligence investigation of the Company and the Assumed Liabilities without Company Subsidiaries by Parent and Merger Sub and their respective Affiliates, stockholders or Representatives, Parent and Merger Sub and their respective Affiliates, stockholders or Representatives have received and may continue to receive after the date hereof from the Company, the Company Subsidiaries and their respective Affiliates, stockholders and Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information regarding the Company, the Company Subsidiaries and their respective businesses and operations. Parent and Merger Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, and that Parent and Merger Sub will have no claim against the Company and the Company Subsidiaries, or any of their respective Affiliates, stockholders or Representatives, or any other Person with respect thereto unless any such information is expressly included in a representation or warrantywarranty 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. Accordingly, Parent and Merger Sub hereby acknowledge and agree that neither the Company, any Company Subsidiary, nor any of their respective Affiliates, stockholders or Representatives, nor any other Person, has made or is making any express or impliedimplied representation or warranty with respect to such estimates, as projections, forecasts, forward-looking statements or business plans unless any such information is expressly included in a representation or warranty of the Company to merchantability, satisfactory quality Parent or fitness for Merger Sub contained in this Agreement or any particular purpose, ancillary agreement or other document delivered in “as is” condition and on a “where is” basisconnection with this Agreement or the transactions contemplated hereby.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationIII, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanySeller, the Company subsidiaries FH Share Sellers, the FH Asset Sellers nor any of their respective Affiliates makes any express or implied representation or warranty with respect to 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, the FH Assets, the FH Business or with respect to any other information provided, or made available, to Buyer or any of its Affiliates, agents or representatives in connection with the transactions contemplated hereby. None of Seller, the FH Share Sellers, the FH Asset Sellers or any other Person on behalf will have or be subject to any liability or other obligation to Buyer, its Affiliates, agents or representatives or any Person resulting from the sale of the Company makesFH Shares or the Acquired FH Assets to Buyer or Buyer’s use of, or has made, the use by any representation of its Affiliates or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty representatives of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandumincluding information, presentation documents, projections, forecasts or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information material made available to Parent and/or Buyer, its Representatives Affiliates or representatives in any “data rooms,” teaser, confidential information memorandum or management presentations in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent unless any such information is expressly and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of specifically included in a representation or warranty contained in this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the CompanyArticle III. Each of Parent Seller, the FH Asset Sellers and Purchaser Sub acknowledges the FH Share Sellers and agrees thattheir Affiliates disclaims any and all other representations and warranties, except as expressly set forth whether express or implied. Notwithstanding anything to the contrary contained in this Agreement, Purchaser Sub shall acquire neither Seller, the Purchased Assets and FH Share Sellers, the Assumed Liabilities without FH Asset Sellers nor any of their respective Affiliates makes any express or implied representation or warrantywarranty with respect to Excluded Assets, express Excluded Businesses or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisRetained Liabilities.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in Article III this Agreement or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information)Stockholders’ Agreements, each of Parent Purchaser and Purchaser Merger Sub acknowledges that (x) none of the Company, neither the Company subsidiaries or nor any other Person on behalf of the Company makes, has made or has made, is making any other express or implied representation or warranty relating with respect to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries any of its Subsidiaries or their respective businesses, or with respect to any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser or Merger Sub or any of their Representatives. Except with respect to information provided or confirmed by the Company or any Company Subsidiary expressly for inclusion in the Parent Shareholders Circular in accordance with Section 3.29, neither the Company nor any other Person will have or be subject to any liability or indemnification obligation to Parent, Purchaser or Merger Sub or, insofar as the parties are concerned, any other Person resulting from the distribution to Parent, Purchaser or Merger Sub of, or use by Parent, Purchaser or Merger Sub of, any such information, including without limitation any materials information, documents, projections, forecasts or information other material made available to Parent and/or its Parent, Purchaser or Merger Sub or any of their Representatives in connection with a “data room” or “virtual data room”, confidential information memoranda or management presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each in expectation of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this AgreementAgreement or otherwise, each of Parent unless and Purchaser Sub has relied solely on then only to the results of its own independent investigation and the terms of this Agreement and has not relied, directly extent that any such information is expressly included in a representation or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth warranty contained in this Agreement, in the Company Disclosure Schedules or in a certificate delivered by the Company in connection with the Closing or in the Stockholders’ Agreements. (b) In connection with the investigation by Purchaser and Merger Sub shall acquire of the Purchased Assets Company and its Subsidiaries, Parent, Purchaser and Merger Sub and their respective Representatives have received or may receive from the Assumed Liabilities without Company and/or its Subsidiaries or their respective Representatives certain projections, forward looking statements and other forecasts and certain business plan information. Each of Purchaser and Merger Sub acknowledges that neither the Company nor any other Person is making any representation or warrantywarranty with respect to such estimates, express projections, forecasts or impliedplans. Purchaser and Merger Sub acknowledge that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that each of Parent, Purchaser and Merger Sub is familiar with such uncertainties, that each of Parent, Purchaser and Merger Sub 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, forecasts or plans), that none of Parent, Purchaser or Merger Sub shall have any claim against any Person with respect thereto and that the Company has made available to Parent, Purchaser or Merger Sub or their respective Representatives the opportunity to ask questions and receive answers concerning the Company and its Subsidiaries and their respective businesses and to obtain additional information as may be necessary to merchantabilityverify the accuracy of information furnished to Parent, satisfactory quality Purchaser and Merger Sub and their respective Representatives. Nothing in this Section 3.30 shall be in derogation of or fitness for any particular purpose, shall be deemed to modify the specific representations and warranties made by the Company in “as is” condition and on a “where is” basisthis Agreement.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article III 9 or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationAncillary Implementing Agreement, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Companyneither GSK Parent, the Company subsidiaries other Transferors nor any of their respective Affiliates, representatives or any other Person on behalf of the Company makes, makes any express or has made, any implied representation or warranty relating with respect to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the CompanyGSK Parent, the Company subsidiaries or any other Person on behalf of Transferors, the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub Conveyed Subsidiary or any of their Representativesrespective Subsidiaries or Affiliates (other than JVCo and its Subsidiaries), including the Transferring Assets, the Transferring Businesses, the Consumer Healthcare Business Liabilities or with respect to any materials other information provided, or information made available available, to Parent and/or JVCo or any of its Representatives Subsidiaries in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Companyhereby. Each of Parent and Purchaser Sub acknowledges and agrees that, except Except as expressly set forth in the warranties contained in this Article 9 or in any Ancillary Implementing Agreement, Purchaser Sub shall acquire the Purchased Assets neither GSK Parent nor any of its Affiliates (other than JVCo and the Assumed Liabilities without its Subsidiaries), representatives or any other Person has made any representation or warranty, express or implied, as to merchantabilitythe prospects of the Transferring Businesses or their respective profitability, satisfactory quality or fitness 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, including information, documents, projections, forecasts, business plans or other material made available to JVCo by, or on behalf of, GSK Parent, the other Transferors or any of their respective Affiliates or 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 particular purposeAncillary Implementing Agreement. Notwithstanding anything to the 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 implied representation or warranty with respect to Excluded Assets, the GSK Business or the GSK Retained Liabilities. (b) Save as expressly provided in “as is” condition this Article 9, each of the warranties contained in this Article 9 apply to all Transferring Assets and on a “where is” basisTransferring Businesses.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in Article this ARTICLE III or in any closing certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, neither the Company subsidiaries or nor any other Person on behalf of the Company makes, or has made, its Subsidiaries makes any other express or implied representation or warranty relating with respect to itself the Company or its business Subsidiaries or otherwise, in connection with this Agreement respect to any other information provided by or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty behalf of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or its Subsidiaries. Without limiting the foregoing, neither the Company nor any other Person on behalf of the Company will have or be subject to make any representation liability or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed obligation to Parent, Purchaser Merger Sub or their respective Representatives or Subsidiaries resulting from Parent’s, Merger Sub’s or their respective Representatives’ or Subsidiaries’ use of any of their Representativesinformation, including any materials documents, projections, forecasts or information other material made available to Parent and/or its Parent, Merger Sub or their respective Representatives or Affiliates, 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 presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent except to the extent any such information is expressly included in a representation or warranty contained in this ARTICLE III. (b) Except for the representations and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as warranties expressly set forth in ARTICLE IV or in any closing certificate delivered by Parent or Merger Sub, the Company hereby acknowledges and agrees that (a) none of Parent, its Subsidiaries, its Representatives or any other Person on behalf of Parent or Merger Sub has made or is making any other express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Company or any of its Representatives, whether prior to or after the date hereof, and (b) none of Parent, its Subsidiaries, its Representatives or any other Person on behalf of Parent or Merger Sub will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to the Company, its Subsidiaries or its Representatives resulting from the delivery, dissemination or any other distribution to Company or its Subsidiaries or its Representatives, or the use by the Company or its Subsidiaries or Representatives of any such information provided or made available to any of them by Parent, its Subsidiaries or its Representatives, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company or any of its Subsidiaries, directors, officers, employees, agents, representatives or advisors in anticipation or contemplation of the Merger or any other transactions contemplated by this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.

No Other Representations or Warranties. Except Ouster hereby acknowledges and agrees that, except for the representations and warranties contained expressly set forth in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub 3, (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (xa) none of the CompanyVelodyne nor any of its affiliates, the Company subsidiaries stockholders or representatives or any other Person on behalf of the Company makes, has made or has made, is making any express or implied representation or warranty relating with respect to itself Velodyne or its business or otherwiseoperations, in connection including with this Agreement respect to any information provided or the transactions contemplated by this Agreementmade available to Ouster or any of its affiliates, and Parent and Purchaser Sub are not relying on stockholders or representatives or any representation or warranty of any Person other Person, or, except for those as otherwise expressly set forth in this Agreement, (y) no person had or has been authorized by the Companyany duty or obligation to provide any information to Ouster or any of its affiliates, the Company subsidiaries stockholders or Representatives or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise Person, in connection with this Agreement, and if made, such representation the transactions contemplated hereby or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entityotherwise, and (zb) to the fullest extent permitted by Law, none of Velodyne nor any estimateof its affiliates, projectionstockholders or representatives or any other Person will have or be subject to any liability or indemnification or other obligation of any kind or nature to Ouster or any of its affiliates, predictionstockholders or representatives or any other Person, resulting from the delivery, dissemination or any other distribution to Ouster or any of its affiliates, stockholders or representatives or any other Person, or the use by Ouster or any of its affiliates, stockholders or representatives or any other Person, of any such information provided or made available to any of them by Velodyne or any of its affiliates, stockholders or representatives or any other Person, and (subject to the express representations and warranties of Velodyne expressly set forth in Article 3) Ouster and its Subsidiaries, affiliates, stockholders and representatives or any other Person expressly disclaim reliance on any such information (including the accuracy or completeness thereof) or any representations or warranties, estimates, projections, predictions, data, financial information, memorandum, presentation presentations or other materials, or other statements or omissions that may have been made by Velodyne or any Person with respect to Velodyne other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by than the Company’s management, are not representations and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as warranties expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationIV, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Companyneither Seller Parent, the Company subsidiaries other Sellers nor any of their respective Affiliates makes any express or any other Person on behalf of the Company makes, or has made, any implied representation or warranty relating with respect to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the CompanySeller Parent, the Company subsidiaries or any other Person on behalf of Sellers, the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub Conveyed Subsidiaries or any of their Representativesrespective Subsidiaries or Affiliates, including the Purchased Assets, the Business or with respect to any materials other information provided, or information made available available, to Parent and/or Purchaser or any of its Affiliates or Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of hereby. Neither Seller Parent and Purchaser Sub has relied solely on the results nor any of its own independent investigation and the terms of this Agreement and Affiliates has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantabilitythe prospects of the Business or its profitability for Purchaser, satisfactory quality or fitness 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 resulting from Purchaser’s use of, or the use by any of its Affiliates or Representatives of any information, including information, documents, projections, forecasts or other material made available to Purchaser, its Affiliates or any of their respective Representatives in a virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any 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 in this Section 4.24 shall in any event be deemed to relieve any Party from Liability for any particular purpose, in “as is” condition and on a “where is” basisfraud.

No Other Representations or Warranties. Except for the representations and warranties contained as expressly set forth in this Article III 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 certificate delivered by the Company to Parent of its assets, liabilities or Purchaser Sub (operations or any other matter, and notwithstanding the delivery any such other representations or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub warranties are hereby disclaimed. Buyer acknowledges that (xa) none 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 CompanyBusiness to assist Xxxxx in making an informed decision with respect to the purchase of the Purchased Assets and the Business, the Company subsidiaries or any other Person on behalf assumption of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with Assumed Liabilities and the execution of this Agreement or 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 Purchaser Sub are not relying on any representation or warranty of any Person except for those warranties expressly set forth in this AgreementArticle II, Buyer hereby acknowledges that none of Seller, Seller Parent nor any of their respective Representatives has made or is making any other express or implied representation or warranty with respect to Seller, Seller Parent or their respective Affiliates, or any business (yincluding the Business) no person 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 may have been authorized made by the CompanySeller, the Company subsidiaries or Seller Parent, any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their respective Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees thatthat Seller and Seller Parent have specifically disclaimed and do hereby specifically disclaim all such other representations and warranties. For the elimination of doubt, except as expressly set forth nothing in this AgreementSection 3.7 or elsewhere in this Agreement limits any claim, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without right or remedy that Buyer may have against any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness Seller Party for any particular purpose, in “as is” condition and on a “where is” basisFraud.

No Other Representations or Warranties. Except for the representations and warranties contained expressly set forth in this Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation5, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanyTempranillo, the Company subsidiaries Merger Sub or any of their Affiliates nor any other Person on behalf of the Company makesany of them is making or has made any express or implied representation or warranties of any kind or nature whatsoever, including with respect to Tempranillo, its Subsidiaries or their respective businesses or with respect to any other information provided, or has madeMade Available, any representation or warranty relating to itself Lafite or its business Subsidiaries or otherwise, any of their respective Representatives or Affiliates in connection with the Transactions, including the accuracy or completeness thereof, and Tempranillo and Merger Sub hereby expressly disclaim any such other representations and warranties. Tempranillo and Merger Sub acknowledge and agree that, except for the representations and warranties made by Lafite in this Agreement (as qualified by the applicable items disclosed in the Lafite Disclosure Letter), neither Lafite nor any of its Representatives, Affiliates and equityholders (collectively, “Lafite Related Parties”) is making or has made any representations or warranties, expressed or implied, at law or in equity, with respect to or on behalf of Lafite or any of its 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 information regarding Lafite or any of its Subsidiaries or any other matter furnished or provided to Tempranillo or Merger Sub or Made Available to Tempranillo, Merger Sub or their Representatives 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 contemplated by this Agreement, Transactions. Tempranillo and Parent and Purchaser Merger Sub are not relying on upon and specifically disclaim that they are relying upon or have relied upon any representation such other representations or warranty of warranties that may have been made by any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this AgreementPerson, and if made, acknowledge and agree that Lafite and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, other representations and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent Tempranillo and Purchaser Merger Sub acknowledges that it has conducted, to its satisfaction, its have conducted their own independent investigation of Lafite and its Subsidiaries and the condition, operations Transactions and business of the Company have had an opportunity to discuss and in making ask questions regarding Lafite’s and its determination to proceed Subsidiaries’ businesses with the transactions contemplated by this Agreement, each management of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisLafite.

No Other Representations or Warranties. Except for the representations and warranties contained in Article III 3 or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information)Ancillary Agreement, each of Purchaser Parent and Purchaser Sub each Purchasing Entity acknowledges and agrees that (x) none of the Company, the Company subsidiaries Sellers or any other Person or entity on behalf of the Company Sellers has made, Purchaser Parent and the Purchasing Entities have not relied upon, and that Sellers hereby disclaim any and all Liability for, any representation or warranty, whether express or implied, with respect to any of the Sellers, the Transferred Entities, the Business or their respective businesses, affairs, 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 with respect to the accuracy or completeness of any other information provided or made available to Purchaser Parent or its Affiliates or any of its or their respective representatives by or on behalf of any of the Sellers. Except for the representations and warranties contained in Article 3 or any Ancillary Agreement, each of Purchaser Parent and each Purchasing Entity acknowledges and agrees that none of the Sellers or any other Person or entity on behalf of the Sellers has made or makes, or has madeand each of the Sellers hereby disclaims any and all Liability for, any representation or warranty relating with respect to itself any projections, forecasts, estimates or budgets made available to Purchaser Parent or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub Affiliates or any of its or their Representativesrespective representatives of future revenues, including future results of operations (or any materials component thereof), future cash flows or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be future financial condition (or include representations or warranties. Each any component thereof) of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation any of the conditionSellers, operations the Transferred Entities or the Business, whether or not included in any management presentation and business of the Company and whether made orally or in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basiswriting.

No Other Representations or Warranties. Except for the representations and warranties contained expressly made by Purchaser in Article III this Schedule “D” or in any certificate delivered by the Company pursuant to Parent this Agreement, neither Purchaser nor any other Person makes or has made any representation or warranty of any kind whatsoever, express or implied, at Law or in equity, with respect to Purchaser Sub or any of its subsidiaries or their respective business, operations, assets, liabilities, condition (and financial or otherwise), notwithstanding the delivery or disclosure to Parent Terrace or any of its affiliates or Representatives of any documentation, projections, estimates, budgets forecasts or other information), each of Parent and Purchaser Sub acknowledges that (x) none information with respect to any one or more of the Companyforegoing. Without limiting the generality of the foregoing, the Company subsidiaries or neither Purchaser nor any other Person on behalf of the Company makes, makes or has made, made any express or implied representation or warranty to Terrace or any of its Representatives with respect to (a) any financial projection, forecast, estimate, or budget relating to itself Purchaser, any of its subsidiaries or their respective businesses or, (b) except for the representations and warranties made by Purchaser in this Schedule “D”, any oral or written information presented to Purchaser or any of its business or otherwise, Representatives in connection with the course of the negotiation of this Agreement or the transactions contemplated by this Agreementcourse of the Arrangement. [REDACTED – commercially-sensitive information.] THIS NOMINATION AND VOTING AGREEMENT is made as of the day of , 2021. THE PERSONS LISTED ON SCHEDULE “A” HERETO (collectively, the “Former Terrace Securityholders” and Parent each individually a “Former Terrace Securityholder”) - and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement- THE PERSONS LISTED ON SCHEDULE “B” HERETO (collectively, (ythe “Flowr Securityholders” and together with the Former Terrace Securityholders, the “Securityholders”) no person has been authorized - and - THE FLOWR CORPORATION, a corporation governed by the Company, the Company subsidiaries or any other Person on behalf laws of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and Province of Ontario (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.Corporation”)

No Other Representations or Warranties. Except for the representations and warranties contained expressly set forth in this Article V, neither Parent or Acquisition Sub nor any other Person on behalf of Parent makes, or has made (and Parent and Acquisition Sub, on behalf of themselves, each of their respective Subsidiaries and their respective Affiliates and Representatives, hereby disclaim), any express or implied representation or warranty with respect to Parent, Acquisition Sub or any of their respective Subsidiaries or with respect to any other information provided to the Company or any of its Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement. Parent and Acquisition Sub acknowledge and agree that, except for the representations and warranties expressly set forth in Article III or IV and in any certificate certificates delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or any of its Representatives of any documentationin connection with the transactions contemplated hereby, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (xa) none of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation representations or warranty warranties relating to itself the Company or its business or otherwise, otherwise in connection with this Agreement Agreement, the Merger or the other transactions contemplated by this Agreement, Agreement and Parent and Purchaser Acquisition Sub are not relying on any representation representation, warranty or warranty other information of any Person except Person, including with respect to any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Acquisition Sub, and any of their respective Subsidiaries or any of their Affiliates, except, in each case, for those expressly set forth in this Agreement, Agreement or in any such certificate and (yb) no person Person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself the Company or its business or otherwise in connection with this AgreementAgreement and Merger, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Acquisition Sub as having been authorized by such entity, and (z) party. Nothing in this Section 5.22 shall impact any estimate, projection, prediction, data, financial information, memorandum, presentation or rights of any other materials or information provided or addressed party to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf in respect of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisfraud.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationIII, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Companyneither Seller, the Company subsidiaries other Seller Entities nor any of their respective Affiliates, Representatives or any other Person on behalf of the Company makes, makes any express or has made, any implied representation or warranty relating with respect to itself Seller, the other Seller Entities, the Purchased Companies or any of their respective Subsidiaries or Affiliates, the Purchased Assets, the Business or with respect to any other information provided, or made available, to Purchaser or any of its business Affiliates or otherwise, Representatives in connection with this Agreement or the Transaction and the other transactions contemplated by this Agreement. Neither Seller nor any of its Affiliates, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries Representatives or any other Person on behalf of the Company to make has made any express or implied representation or warranty relating with respect to itself the prospects of the Business or its profitability for Purchaser, or with respect to any forecasts, projections or business plans or otherwise other information (including any Evaluation Material (as defined in connection with this the Confidentiality Agreement, and if made, such representation or warranty shall not be relied upon by Parent or )) delivered to Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials its Affiliates or information made available to Parent and/or its Representatives in connection with presentations by the CompanyPurchaser’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation review of the condition, operations Business and business the negotiation and execution of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each including as to the accuracy or completeness thereof or the reasonableness of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not reliedany assumptions underlying any such forecasts, directly projections or indirectly, on any materials business plans or information made available to Parent and/or its Representatives by or on behalf of the Companyother information. Each of Parent and Purchaser Sub acknowledges and agrees that, except Except as expressly set forth in this Agreement, neither Seller, the other Seller Entities nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability to Purchaser Sub shall acquire or any of its Affiliates or Representatives or any other Person resulting from Purchaser’s use of, or the Purchased Assets use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material (including any Evaluation Material (as defined in the Confidentiality Agreement)) made available to Purchaser, its Affiliates or Representatives in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Seller, the other Seller Entities or any of their respective Affiliates or Representatives, or Purchaser or its Affiliates or Representatives or any of Purchaser’s potential financing sources in connection with Purchaser’s financing activities with respect to the transactions contemplated by this Agreement. Each of Seller and the Assumed Liabilities without other Seller Entities and their respective Affiliates disclaims any representation or warrantyand all representations and warranties, whether express or implied, as except for the representations and warranties contained in this Article III. Notwithstanding anything in this Agreement to merchantabilitythe contrary, satisfactory quality neither Seller, the other Seller Entities nor any of their respective Affiliates makes any express or fitness for any particular purpose, in “as is” condition and on a “where is” basisimplied representation or warranty with respect to the Excluded Assets or the Retained Liabilities.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article III III, in the Descartes Certificates or in an Acquisition Document, none of Descartes or its Subsidiaries or any certificate delivered by the Company to Parent of their respective Affiliates or Purchaser Sub Representatives makes (and notwithstanding the delivery Descartes, on behalf of itself, its Subsidiaries, and their respective Affiliates and Representatives, hereby disclaims) any express or disclosure implied representation or warranty with respect to Parent Descartes or its Representatives Subsidiaries, the Acquired Ag Assets, the Ag Business or with respect to the accuracy or completeness of any documentationother information provided, projectionsor made available, estimates, budgets to Fermat or other information), each any of Parent and Purchaser Sub acknowledges that (x) none its Subsidiaries or Representatives in connection with the transactions contemplated hereby. None of the Company, the Company subsidiaries Descartes or its Subsidiaries or any other Person on behalf of the Company makeswill have or be subject to any Liabilities to Fermat, its Affiliates, agents or representatives or any Person resulting from Fermat’s use of, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, use by (yb) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub Descartes acknowledges and agrees that, except for the representations and warranties in Article IV, the Fermat Certificates and the Acquisition Documents, neither Fermat nor any of its Subsidiaries, nor any other Person, has made any express or implied representation or warranty with respect to the Acquired H&N Assets, the H&N Business or with respect to the accuracy or completeness of any other information provided, or made available, to Descartes or any of its Subsidiaries or Representatives in connection with the transactions contemplated hereby and Descartes has not relied on any representation or warranty other than those contained in Article IV, the Fermat Certificates and the Acquisition Documents. Without limiting the generality of the foregoing, Descartes acknowledges and agrees that neither Fermat nor any of its Subsidiaries or any other Person has made a representation or warranty (including as to completeness or accuracy) to Descartes with respect to, and neither Fermat nor any of its Subsidiaries or any other Person shall be subject to any liability to Descartes or any other Person resulting from, Fermat or its Subsidiaries or their respective Representatives making available to Descartes, (i) any projections, estimates or budgets for the H&N Business, or (ii) any materials, documents or information relating to Fermat or its Subsidiaries, the Acquired H&N Assets or the H&N Business made available to Descartes or its Representatives in any “data rooms,” teaser, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV of this Agreement, Purchaser Sub shall acquire in the Purchased Assets and the Assumed Liabilities without any representation Fermat Certificates or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.an Acquisition Document. ARTICLE IV

No Other Representations or Warranties. Except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (xa) none of the CompanySeller, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub Seller Entities or any of their Representativesrespective Affiliates has made any representation or warranty, expressed or implied, as to the Purchased Assets, the 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 the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any materials information regarding the Purchased Assets, the Assumed Liabilities, the Business or information the Purchased Companies furnished or made available to Parent and/or Purchaser and its Representatives in connection with presentations by the Company’s management, are not Affiliates and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees thatRepresentatives, except as expressly set forth in this Agreement, (b) Purchaser Sub has not relied on any representation or warranty from Seller, the Seller 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 any of their respective Affiliates shall have or be subject to any Liability to Purchaser or any of its Affiliates or Representatives resulting from the distribution to Purchaser or its Affiliates or Representatives, or Purchaser’s or its Affiliates’ or Representatives’ use of, any such information, including any information, documents or material made available to Purchaser or its Affiliates or Representatives in any “data rooms,” management presentations or in any other form in expectation of or negotiation of this Agreement, the 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, express or implied, warranty as to merchantability, satisfactory quality merchantability or fitness thereof for any particular 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 expressly contained in Article III or in any certificate delivered V (as modified by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other informationTriton Disclosure Letter), each of Parent and Purchaser Sub or the certificates delivered pursuant to Section 8.3, TAL acknowledges that (xi) none of the CompanyTriton, Holdco, the Company subsidiaries Merger Subs or any other Person on behalf of Triton, Holdco or the Company makesMerger Subs makes any other express or implied representation or warranty in connection with the transactions contemplated by this Agreement and (ii) each of Triton, Holdco and the Merger Subs hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to TAL or its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to TAL or any of its Affiliates or Representatives by any director, officer, employee, agent, consultant or other Representative of Triton or its Affiliates). TAL further acknowledges that none of Triton, Holdco or the Merger Subs, nor any of their respective Affiliates or any other Person, has made, made any representation or warranty relating warranty, express or implied, as to itself the accuracy or its business completeness of any information regarding Triton, Holdco or otherwisethe Merger Subs or any of their respective Subsidiaries, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are that is not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, and, except for the representations and warranties expressly contained in Article V (y) no person has been authorized as modified by the CompanyTriton Disclosure Letter), or the Company subsidiaries certificates delivered pursuant to Section 8.3, none of the Triton, Holdco or the Merger Subs, any of their respective Affiliates or any other Person on behalf of the Company will have or be subject to make any representation or warranty relating liability to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation TAL or any other materials Person resulting from the distribution to TAL or information provided its Representatives or addressed to ParentTAL’s or its Representatives’ use of, Purchaser Sub or any of their Representativessuch information, including any materials data room information provided to TAL or its Representatives, or any other document or information made available in any form provided to Parent and/or TAL or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warrantiestransactions contemplated hereby. Each of Parent and Purchaser Sub TAL acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business businesses of Triton, Holdco and the Company Merger Subs and their respective Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub TAL has relied solely on the results of its own independent investigation together with the representations and the terms of this Agreement warranties and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as other provisions expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in Article III or in any certificate delivered IV (as modified by the Company TAL Disclosure Letter), or the certificates delivered pursuant to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information)Section 8.2, each of Parent Triton, Holdco and Purchaser Sub acknowledges the Merger Subs acknowledge that (xi) none of the Company, the Company subsidiaries or neither TAL nor any other Person on behalf of TAL makes any other express or implied representation or warranty in connection with the Company makestransactions contemplated by this Agreement and (ii) TAL hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to Triton, Holdco or the Merger Subs or their respective Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Triton or any of its Affiliates or Representatives by any director, officer, employee, agent, consultant or other Representative of TAL or its Affiliates). Triton, Holdco and the Merger Subs further acknowledge that neither TAL nor any of their respective Affiliates or any other Person has made, made any representation or warranty relating warranty, express or implied, as to itself the accuracy or completeness of any information regarding TAL or any of its business or otherwiseSubsidiaries, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are that is not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, and, except for the representations and warranties expressly contained in Article IV (y) no person has been authorized as modified by the CompanyTAL Disclosure Letter), or the Company subsidiaries certificates delivered pursuant to Section 8.2, neither TAL nor any of its Affiliates or any other Person on behalf of will have or be subject to any liability to Triton, Holdco, the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation Merger Subs or any other materials Person resulting from the distribution to Triton or information provided its Representatives or addressed to ParentTriton’s or its Representatives’ use of, Purchaser Sub or any of their Representativessuch information, including any materials data room information provided to Triton or its Representatives, or any other document or information made available in any form provided to Parent and/or Triton or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warrantiestransactions contemplated hereby. Each of Parent Triton, Holdco and Purchaser Sub the Merger Subs acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business businesses of the Company TAL and its Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent Triton, Holdco and Purchaser Sub the Merger Subs has relied solely on the results of its own independent investigation together with the representations and the terms of this Agreement warranties and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as other provisions expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.

No Other Representations or Warranties. Except for (a) PRRP represents, warrants and agrees that (i) PRRP has examined the Property and is familiar with the physical condition thereof and has conducted such investigation of the affairs of the Property as PRRP has considered appropriate, (ii) neither AJV nor any of the employees, agents or attorneys of AJV have made any verbal or written representations, warranties, promises or guaranties whatsoever to PRRP, whether express or implied, and, in particular, that no such representations, warranties, promises or guaranties have been made with respect to the physical condition or operation of 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, 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 matter or thing affecting or related to the Property or the transactions contemplated hereby, except as, and solely to the extent, herein specifically set forth in this Agreement or in any written amendments hereto and (iii) PRRP has not relied upon any such representations, warranties, promises or guaranties or upon any statements made in any informational brochure with respect to the Property and has entered into this Agreement after having made and relied solely on the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (set forth herein and notwithstanding the delivery or disclosure to Parent or on its Representatives of any documentationown independent investigation, projectionsinspection, estimatesanalysis, budgets or other information)appraisal, each of Parent examination and Purchaser Sub acknowledges that (x) none evaluation of the Companyfacts and circumstances. (b) Subject to the representations and warranties of AJV set forth explicitly herein, PRRP agrees to accept the Company subsidiaries or any other Person on behalf Property "AS IS" in its present condition, subject to reasonable use, wear, tear and natural deterioration of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or Property between the transactions contemplated by this Agreement, Date Hereof and Parent the Closing Date and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty further agrees that AJV shall not be relied upon by Parent liable for any latent or Purchaser Sub as having been authorized by such entitypatent defects in the Property. (c) As used herein, references to the "actual knowledge "of PRRP shall refer to the actual knowledge of Jerald Friedman or Daniel C. Slattery and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation xxx xxxxxx xxxwledxx xx xxx xxxxx xxrson or any other materials or information provided or addressed knowledge which would be imputed to Parent, Purchaser Sub or any of their Representatives, including any materials those person[s] or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and PRRP as a matter of law shall not be deemed to be or include representations or warrantiescovered by the phrase "actual knowledge". Each of Parent and Purchaser Sub PRRP acknowledges that it has conducted, to its satisfaction, its own independent investigation will inspect all of the condition, operations and business documents referred to in this Agreement as having been delivered or furnished to PRRP for inspection on or prior to the expiration of the Company and in making its determination Due Diligence Period. Notwithstanding anything to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth contrary provided in this Agreement, Purchaser Sub in the event PRRP shall acquire have actual knowledge as of the Purchased Assets and the Assumed Liabilities without time of Closing that any of AJV's representations or warranties are false or misleading, but shall elect to proceed to close this transaction notwithstanding such false or misleading representation or warranty, express PRRP shall be deemed to have waived any claim it may have against AJV with respect to such misrepresentation or implied, as to merchantability, satisfactory quality breach of warranty unless such misrepresentation or fitness for any particular purpose, in “as is” condition and on a “where is” basisbreach of warranty was intentional.

No Other Representations or Warranties. Except (a) Notwithstanding anything contained in this Agreement to the contrary, Parent and Merger Sub acknowledge and agree that the DQ Companies are not making any representations or warranties whatsoever, express or implied, beyond those expressly given by the Company in Article IV (as modified by the Disclosure Schedules hereto) and subject to the limitations set forth herein. Any claims Parent or Merger Sub may have for breach of representation or warranty shall be based solely on the representations and warranties contained of the Company in Article III or in any certificate delivered IV (as modified by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other informationDisclosure Schedules hereto), each of . Parent and Purchaser Merger Sub acknowledges acknowledge and agree that (x) none of the CompanyDQ Companies, nor the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub Representative or any of their Representatives, including respective Affiliates nor any materials or information other Person has made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantabilitythe accuracy or completeness of any information regarding the DQ Companies, satisfactory quality or fitness for the transactions contemplated by this Agreement not expressly set forth within this Agreement, and none of Parent, Merger Sub or any particular purposeof their respective Affiliates or representatives is relying on anything other than the express provisions of this Agreement in entering into this Agreement. Except in the case of Fraud, none of the DQ Companies, the Representative or any of their respective Affiliates or any other Person will have or be subject to any liability to Parent, Merger Sub or any other Person resulting from the distribution to Parent, Merger Sub or its representatives of or Parent’s or Merger Sub’s use of, any such information, including any confidential memoranda distributed on behalf of the Representative or the DQ Companies relating to the DQ Companies or other publications, representations, warranties, forecasts, statements or information, including any information provided in “as is” condition and on a “where isdata room”, “management presentation”, “break-out session” basisor otherwise to Parent, Merger Sub or their Affiliates or representatives, or any other document or information in any form provided to Parent, Merger Sub or their representatives in connection with the transactions contemplated hereby. Parent and Merger Sub acknowledge and agree that the representations and warranties made by the DQ Companies in this Agreement (as qualified by the Disclosure Schedules) supersede, replace and nullify in every respect all other information, whether written or oral, made available to Parent, Merger Sub, their Affiliates or their representatives. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN ARTICLE IV, NO DQ COMPANY OR AFFILIATE THEREOF nor any other Person makes any representation or warranty with respect to the DQ companies or any other Person or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to PARENT, MERGER SUB or any of THEIR RESPECTIVE Affiliates or representatives of any documentation, forecasts, projections or other information with respect to any one or more of the foregoing. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN ARTICLE IV, ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED BY THE company. (b) In connection with the investigation by Parent and Merger Sub of the DQ Companies, Parent and Merger Sub have received or may receive from the DQ Companies certain projections, forward-looking statements and other forecasts and certain business plan information. Parent and Merger Sub acknowledge that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Parent and Merger Sub are familiar with such uncertainties, and that Parent and Merger Sub are 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, forecasts or plans). Accordingly, except for the representations and warranties of the Company in Article IV (as modified by the Disclosure Schedules hereto), Parent and Merger Sub acknowledge that neither the Company nor any Equityholder Party, whether in an individual, corporate or any other capacity, makes any representation, warranty, or other statement with respect to, and Parent and Merger Sub are not relying on, such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans), and Parent and Merger Sub agree that neither has relied thereon.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationIII, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Companyneither Seller, the Company subsidiaries other Seller Entities nor any of their respective Affiliates, Representatives or any other Person on behalf of the Company makes, makes any express or has made, any implied representation or warranty relating with respect to itself Seller, the other Seller Entities, or any of their respective Affiliates, the Purchased Assets, the Assumed Liabilities, the Business or with respect to any other information provided, or made available, to Purchaser or any of its business Affiliates or otherwise, Representatives in connection with the Transaction and the other transactions contemplated by this Agreement Agreement. Neither Seller nor any of its Affiliates, Representatives or any other Person has made any express or implied representation or warranty with respect to the prospects of the Business or its profitability for Purchaser, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Purchaser or any of its Affiliates or Representatives in connection with Purchaser’s review of the Business 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. Neither Seller, the other Seller Entities nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Purchaser or any of its Affiliates or Representatives or any other Person resulting from the sale and purchase of the Purchased Assets or the Business or Purchaser’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material (including any Evaluation Material (as defined in the Confidentiality Agreement)) made available to Purchaser, its Affiliates or Representatives in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Seller, the other Seller Entities or any of their respective Affiliates or Representatives, or Purchaser or its Affiliates or Representatives or any of Purchaser’s potential financing sources in connection with Purchaser’s financing activities with respect to the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation Seller and the terms of this Agreement other Seller Entities and has not reliedtheir respective Affiliates disclaims any and all representations and warranties, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, whether express or implied, as to merchantability, satisfactory quality or fitness except for any particular purpose, the representations and warranties contained in “as is” condition and on a “where is” basisthis Article III.

No Other Representations or Warranties. Except for (a) Other than the representations and warranties contained expressly set forth in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationthis Agreement, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanyParent, the Company subsidiaries Merger Sub or any other Person on behalf of Parent or Merger Sub makes any express or implied representation or warranty with respect to Parent or any of its Subsidiaries, and the Company 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 representation representations or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty warranties relating to itself or its business or otherwise in connection with this Agreementthe Merger, and if made, such Parent and Merger Sub are not relying on any representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as than those expressly set forth in this Agreement, Purchaser Sub shall acquire . (b) In connection with the Purchased Assets due diligence investigation of the Company and the Assumed Liabilities without Company Subsidiaries by Parent and Merger Sub and their respective Affiliates, stockholders or Representatives, Parent and Merger Sub and their respective Affiliates, stockholders or Representatives have received and may continue to receive after the date hereof from the Company, the Company Subsidiaries and their respective Affiliates, stockholders and Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information regarding the Company, the Company Subsidiaries and their respective businesses and operations. Parent and Merger Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, and that Parent and Merger Sub will have no claim against the Company and the Company Subsidiaries, or any of their respective Affiliates, stockholders or Representatives, or any other Person with respect thereto unless any such information is expressly included in a representation or warrantywarranty 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. Accordingly, Parent and Merger Sub hereby acknowledge and agree that neither the Company, the Company Subsidiaries, nor any of their respective Affiliates, stockholders or Representatives, nor any other Person, has made or is making any express or impliedimplied representation or warranty with respect to such estimates, as projections, forecasts, forward-looking statements or business plans unless any such information is expressly included in a representation or warranty of the Company to merchantability, satisfactory quality Parent or fitness for Merger Sub contained in this Agreement or any particular purpose, ancillary agreement or other document delivered in “as is” condition and on a “where is” basis.connection with this Agreement or the transactions contemplated hereby. SECTION 5- COVENANTS AND OTHER AGREEMENTS

No Other Representations or Warranties. Except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (xa) none of the CompanySeller, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub Seller Subsidiaries or any of their Representativesrespective Affiliates or Representatives has made any representation or warranty, expressed or implied, as to the Acquired Assets, the Assumed Liabilities, the Business, their 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 materials information regarding the Acquired Assets, the Assumed Liabilities or information the Business furnished or made available to Parent and/or Purchaser and its Representatives in connection with presentations by the Company’s management, are not Affiliates and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees thatRepresentatives, 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 Liability to Purchaser Sub or any of its Affiliates or Representatives resulting from the distribution to Purchaser or its Affiliates or Representatives, or Purchaser’s or its Affiliates’ or Representatives’ use of, any such information, including any information, documents or material made available to Purchaser or its Affiliates or Representatives in any “data rooms,” management presentations or in any other form in expectation of or negotiation of this Agreement, the transactions contemplated hereby. Purchaser acknowledges that, should the Closing occur, Purchaser shall acquire the Purchased Assets and Acquired Assets, the Assumed Liabilities and the Business without any representation or warranty, express or implied, warranty as to merchantability, satisfactory quality merchantability or fitness thereof for any particular 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 contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub 3 and Article 4, Buyer acknowledges and agrees that: (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (xa) none of the CompanyVendor, the Company subsidiaries Conveyed Entities, any of their respective Affiliates or any other Person on behalf of the Company makestheir respective Representatives has made or is making, or and Buyer has madenot relied on, any other representation or warranty relating of any kind or nature whatsoever, oral or written, express or implied, with respect to itself Vendor, the Conveyed Entities, the Conveyed Entity Assets, the Business or its business or otherwise, otherwise in connection with this Agreement or the transactions contemplated by this AgreementTransactions, and Parent and Purchaser Sub are not relying on any representation including as to the accuracy or warranty completeness of any Person except for those expressly set forth in this Agreement, such information; and (yb) no person Person has been authorized by the Company, the Company subsidiaries Vendor or any other Person on behalf of the Company Conveyed Entities to make any representation or warranty relating to itself or its business Vendor, the Conveyed Entities, the Conveyed Entity Assets, the Business or otherwise in connection with this AgreementAgreement or the Transactions, including as to the accuracy or completeness of any such information. Except for the representations and if madewarranties contained in Article 3 and Article 4, such representation or warranty 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 not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (zhave no Liability for) any estimateopinion, projection, predictionforecast, dataadvice, financial information, memorandum, presentation or any other materials statement or information provided made, communicated or addressed furnished (orally or in writing) to Parent, Purchaser Sub Buyer or any of their Representativesits Affiliates, including any materials or information made available to Parent and/or its Representatives in the electronic data room hosted by or on behalf of Vendor in connection with the Transactions or in connection with presentations by the CompanyVendor’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub 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 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 existing or future customers or suppliers, in each case, related to any of the Conveyed Entities, the Conveyed Entity Assets, or the Business. Vendor and Buyer each acknowledge that, except as expressly set forth for and to the extent of the representations in this AgreementArticle 3 and Article 4, Purchaser Sub shall acquire it is their express intention that the Purchased Assets Conveyed Entities and the Assumed Liabilities without any representation or warranty, express or implied, Conveyed Entity Assets shall be conveyed to Buyer on an “as to merchantability, satisfactory quality or fitness for any particular purpose, 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” condition and on a “, where is” basisbasis 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. Except for the representations and warranties contained expressly set forth in this Article III or in any certificate delivered by IV, neither the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or nor any other Person on behalf of the Company makes, or has mademade (and the Company, on behalf of itself, each of the Company’s Subsidiaries and their respective Affiliates and Representatives, hereby disclaims), any express or implied representation or warranty relating with respect to itself the Company or any of its business Subsidiaries or with respect to any other information provided to Parent, Acquisition Sub or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement Agreement, the Merger or the other transactions contemplated by this Agreement. The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Article V and in any certificates delivered by Parent, Acquisition Sub or any of their Representatives in connection with the transactions contemplated hereby, (a) none of Parent, Acquisition Sub or any other Person on behalf of Parent makes, or has made, any representations or warranties relating to Parent, Acquisition Sub or Parent’s business or otherwise in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and Purchaser Sub are the Company is not relying on any representation representation, warranty or warranty other information, including with respect to any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company, and any of its Subsidiaries or any Person except of their Affiliates, except, in each case, for those expressly set forth in this Agreement, Agreement or in any such certificate and (yb) no person Person has been authorized by the CompanyParent, the Company subsidiaries Acquisition Sub or any other Person on behalf of the Company Parent to make any representation or warranty relating to itself Parent or its business Acquisition Sub or their businesses or otherwise in connection with this AgreementAgreement and Merger, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub the Company as having been authorized by such entity, and (z) party. Nothing in this Section 4.29 shall impact any estimate, projection, prediction, data, financial information, memorandum, presentation or rights of any other materials or information provided or addressed party to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf in respect of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisfraud.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article III or in any certificate delivered by II (Representations and Warranties of the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other informationSeller), each of Parent and Purchaser Sub acknowledges that (x) none of neither the Company, the Company subsidiaries or Seller nor any other Person makes any other express or implied representation or warranty with respect to the Seller, the Target Companies, the General Partner Entities, the Sponsored Funds, the Interests or the Transactions, and the Seller disclaims any other representations or warranties, whether made by the Seller, any of its Affiliates or 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 itself, the Company makesTarget Companies, or has made, General Partner Entities and their respective Affiliates (i) expressly disclaims and negates any representation or warranty relating to itself warranty, expressed or its business implied, at common law, by statute or otherwise, in connection with this Agreement respect to the business, operations, assets, liabilities and conditions (financial or otherwise) of the transactions contemplated by this Agreement, Target Companies and Parent and Purchaser Sub are not relying on General Partner Entities or with respect to the Interests (including any representation express or implied warranty of any Person except merchantability or fitness for those expressly set forth in this Agreement, a particular purpose) and (yii) no person has been authorized by the Company, the Company subsidiaries or disclaims all liability and responsibility for any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreementrepresentation, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimatewarranty, projection, predictionforecast, datastatement or information made, financial communicated or furnished (orally or in writing) to the Buyer or its Affiliates or Representatives (including any opinion, information, memorandumprojection or advice that may have been or may be provided to the Buyer by any Representative of the Seller, presentation or any other materials or information provided or addressed to Parentthe Target Companies, Purchaser Sub General Partner Entities or any of their Representatives, including Affiliates). The Seller makes no representations or warranties to the Buyer regarding the probable success or profitability of the Target Companies or General Partner Entities. The disclosure of any materials matter or information made available to Parent and/or its Representatives item in connection with presentations by the Company’s management, are not and shall any Schedule hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed or include representations is material or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and such matter could result in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub a Material Adverse Effect. (b) The Seller acknowledges and agrees that, except as for the representations and warranties expressly set forth in this AgreementArticle III (Representations and Warranties of the Buyer), Purchaser Sub shall acquire neither the Purchased Assets Buyer nor any other Person has made any express or implied representation or warranty with respect to the Transactions or with respect to the accuracy or completeness of any other information provided, or made available, to the Seller in connection with the Transactions and the Assumed Liabilities without Seller has not relied on any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, warranty other than those expressly set forth in “as is” condition Article III (Representations and on a “where is” basisWarranties of the Buyer).

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article III IV, in the Fermat Certificates or in an Acquisition Document, none of Fermat or its Subsidiaries or any certificate delivered by the Company to Parent of their respective Affiliates or Purchaser Sub Representatives makes (and notwithstanding the delivery Fermat, on behalf of itself, its Subsidiaries, and their respective Affiliates and Representatives, hereby disclaims) any express or disclosure implied representation or warranty with respect to Parent Fermat or its Representatives Subsidiaries, the Acquired H&N Assets, the H&N Business or with respect to the accuracy or completeness of any documentationother information provided, projectionsor made available, estimates, budgets to Descartes or other information), each any of Parent and Purchaser Sub acknowledges that (x) none its Subsidiaries or Representatives in connection with the transactions contemplated hereby. None of the Company, the Company subsidiaries Fermat or its Subsidiaries or any other Person on behalf of the Company makeswill have or be subject to any Liabilities to Descartes, its Affiliates, agents or representatives or any Person resulting from Descartes’s use of, or has made, the use by any representation of its Affiliates or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty Representatives of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandumincluding information, presentation documents, projections, forecasts or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information material made available to Parent and/or Descartes, its Affiliates or Representatives in any “data rooms,” teaser, confidential information memorandum or management presentations in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub , (b) Fermat acknowledges and agrees that, except for the representations and warranties in Article III, the Descartes Certificates and the Acquisition Documents, neither Descartes nor any of its Subsidiaries, nor any other Person, has made any express or implied representation or warranty with respect to the Acquired Ag Assets, the Ag Business or with respect to the accuracy or completeness of any other information provided, or made available, to Fermat or any of its Subsidiaries or Representatives in connection with the transactions contemplated hereby and Fermat has not relied on any representation or warranty other than those contained in Article III, the Descartes Certificates and the Acquisition Documents. Without limiting the generality of the foregoing, Fermat acknowledges and agrees that neither Descartes nor any of its Subsidiaries or any other Person has made a representation or warranty (including as to completeness or accuracy) to Fermat with respect to, and neither Descartes nor any of its Subsidiaries or any other Person shall be subject to any liability to Fermat or any other Person resulting from, Descartes or its Subsidiaries or their respective Representatives making available to Fermat, (i) any projections, estimates or budgets for the Ag Business, or (ii) any materials, documents or information relating to Descartes or its Subsidiaries, the Acquired Ag Assets or the Ag Business made available to Fermat or its Representatives in any “data rooms,” teaser, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article III of this Agreement, Purchaser Sub shall acquire in the Purchased Assets and the Assumed Liabilities without any representation Descartes Certificates or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.an Acquisition Document. ARTICLE V COVENANTS Section 5.1

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 contained set forth in Article III or Section 3.1, in any the certificate delivered by pursuant to Section 6.1 and Section 6.2, and in the Company to Parent or Purchaser Sub Escrow Agreement, (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub a) Buyer acknowledges that (x) none of the Company, its Subsidiaries, Parent or any of their respective Affiliates or any Person acting on behalf of any of the Company subsidiaries foregoing makes or has made any other express or any implied representation or warranty to Buyer as to the accuracy or completeness of any information regarding the Company, its Subsidiaries, Parent or any other matter, and (b) Buyer further agrees that none of the Company, its Subsidiaries, Parent or any other Person on behalf of shall have or be subject to any Liability to Buyer or any other Person resulting from the Company makesdistribution to Buyer, or has madeBuyer’s use, of any representation such information, including any information, document or warranty relating material made available or provided to itself Buyer in certain “data rooms,” management presentations or its business offering or otherwiseinformation memoranda, or in any other form, in connection with this Agreement or 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 Purchaser Sub are not relying on that Buyer bears the risk that any representation information, document or warranty material made available or provided to Buyer in the course of any Person its investigation is inaccurate or incomplete, except for those to the extent otherwise expressly set forth in this Agreement. Except with respect to the representations and warranties set forth in Section 3.1, (y) no person has been authorized by Buyer is acquiring the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this AgreementUnits, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business 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 determination own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to proceed with it (including the transactions contemplated by this Agreementreasonableness of the assumptions underlying such estimates, each of projections, forecasts and plans) and that Buyer shall have no claim against the Company, its Subsidiaries, Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or Person acting on behalf of the Company, its Subsidiaries or Parent with respect thereto. Each None of the Company, its Subsidiaries, Parent and Purchaser Sub acknowledges and agrees thator any Person acting on behalf of the Company, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without its Subsidiaries or Parent makes any representation or warrantywarranty with respect to such estimates, express projections and other forecasts and plans (including the reasonableness of the assumptions or impliedthe accuracy of the information underlying such estimates, as to merchantabilityprojections, satisfactory quality or fitness for any particular purposeforecasts and plans). NO LIMITATION IN THIS SECTION 3.3 SHALL APPLY TO ANY LOSS WITH RESPECT TO, in “as is” condition and on a “where is” basisAS 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 Buyer acknowledges that the representations and warranties contained of Ferro in Article III V, as modified by the Schedules, constitute the sole and exclusive representations and warranties of Sellers to Buyer in connection with the transactions contemplated hereby. Buyer understands, acknowledges and agrees that, other than the representations and warranties in Article V, all other representations and warranties of any kind or nature expressed or implied (including as to the accuracy or completeness of any of the information provided to Buyer in the due diligence process, or any information relating to the future or historical financial condition, results of operations, quality, quantity or condition of the Sold Assets or relating to any other information provided to Buyer) are specifically disclaimed by Sellers, and Buyer and its 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 or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives case of any documentationknowing and intentional concealment or omission of any material fact by any Seller with the intent to deceive or mislead any Buyer Indemnified Person) form the basis of any claim against Sellers or any of their 45 respective Affiliates or representatives with respect thereto or with respect to any related matter. Except in the case of any knowing and intentional concealment or omission of any material fact by any Seller with the intent to deceive or mislead any Buyer Indemnified Person, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries Sellers nor any other Person will have or be subject to any liability to Buyer or any other Person on behalf of resulting from the Company makesdistribution to Buyer, or has madeBuyer’s use of any such information, including any representation information, documents, projections, forecasts or warranty relating other material made available to itself Buyer or its business or otherwisetheir representatives the Data Room, offering memoranda or management presentations or otherwise in connection with this Agreement or expectation of the transactions contemplated by this Agreement. NO SELLER MAKES OR PROVIDES, and Parent and Purchaser Sub are not relying on AND 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 ARTICLE V OF THIS AGREEMENT. With respect to any representation projection or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives forecast delivered by or on behalf of the Company. Each of Parent Sellers to Buyer, Buyer acknowledges that (w) there are uncertainties inherent in attempting to make such projections and Purchaser Sub acknowledges other forecasts and agrees plans, and that, except as expressly set forth in this Agreementthe case of any knowing and intentional concealment or omission of any material fact by any Seller with the intent to deceive or mislead any Buyer Indemnified Person, Purchaser Sub shall acquire Buyer is taking full responsibility for making its own evaluation of the Purchased Assets adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it, including the Assumed Liabilities without 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) no Seller is making any representation or warrantywarranty with respect to such projections or forecasts, express including the reasonableness of the assumptions underlying such projections or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisforecasts.

No Other Representations or Warranties. Except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (xa) none of the CompanySeller, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub Seller Entities or any of their Representativesrespective Affiliates or Representatives has made any representation or warranty, expressed or implied, as to the Purchased Assets, the Assumed Liabilities, the Business, the Purchased Entities, their 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 materials information regarding the Purchased Assets, the Assumed Liabilities, the Business or information the Purchased Entities furnished or made available to Parent and/or Purchaser and its Representatives in connection with presentations by the Company’s management, are not Affiliates and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees thatRepresentatives, except as expressly set forth in this Article III, any other Transaction Document or in any certificate delivered hereunder, (b) Purchaser has not relied on any representation or warranty from Seller, the Seller Entities or any of their respective Affiliates or Representatives in determining to enter into this Agreement, except as expressly set forth in this Article III or any other Transaction Document, and (c) except for Fraud, none of Seller, the Seller Entities or any of their respective Affiliates or Representatives shall have or be subject to any Liability to Purchaser Sub or any of its Affiliates or Representatives resulting from the distribution to Purchaser or its Affiliates or Representatives, or Purchaser’s or its Affiliates’ or Representatives’ use of, any such information, including any information, documents or material made available to Purchaser or its Affiliates or Representatives in any “data rooms,” management presentations or in any other form in expectation of or negotiation of this Agreement, the Transaction and the other transactions contemplated hereby. Purchaser acknowledges that, should the Closing occur, Purchaser shall acquire the Purchased Assets and (including the Purchased Entity Shares), Assumed Liabilities and Business without any representation or warranty, express or implied, warranty as to merchantability, satisfactory quality merchantability or fitness thereof for any particular purpose, in an “as is” condition and on a “where is” basis, except as otherwise expressly set forth in this Agreement or any other Transaction Document.

No Other Representations or Warranties. Except for the Seller’s Representations and Warranties and any other representations and warranties contained in Article III of Seller or its Affiliates specifically set forth in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or other Transaction Document, neither Seller nor any of its Affiliates, Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, makes any express or has made, any implied representation or warranty relating with respect to itself Seller, the Seller Entities, the Purchased Entities, or any of their respective Subsidiaries or Affiliates, the Purchased Interests, the Purchased Loan Rights, the Specified Marketing Authorizations, the Business or with respect to any other information provided, or made available, to Purchaser or any of its business Affiliates or otherwise, Representatives in connection with the Transaction and the other transactions contemplated by the Transaction Documents. Neither Seller nor any of its Affiliates, Representatives or any other Person has made any express or implied representation or warranty with respect to the prospects of the Business or its profitability for Purchaser, or with respect to any forecasts, projections or business plans or other information (including any Restricted Information (as defined in the Confidentiality Agreement)) delivered to Purchaser or any of its Affiliates or Representatives in connection with Purchaser’s review of the Business 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 as expressly set forth in this Agreement or in any of the other Transaction Documents, neither Seller nor any of its Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Purchaser or any of its Affiliates or Representatives or any other Person resulting from the sale and purchase of the Purchased Interests, the Purchased Loan Rights or the Specified Marketing Authorizations or Purchaser’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material (including any Restricted Information (as defined in the Confidentiality Agreement)) made available to Purchaser, its Affiliates or Representatives in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Seller or any of its Affiliates or Representatives, or Purchaser or its Affiliates or Representatives or any of Purchaser’s potential financing sources in connection with Purchaser’s financing activities with respect to the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent Seller and Purchaser Sub acknowledges that it has conductedits Affiliates disclaims any and all representations and warranties, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, whether express or implied, as except for the Seller’s Representations and Warranties and any other representations and warranties of Seller or its Affiliates contained in any other Transaction Documents. Notwithstanding anything in this Agreement to merchantabilitythe contrary, satisfactory quality neither Seller nor any of its Affiliates makes any express or fitness for any particular purpose, in “as is” condition and on a “where is” basisimplied representation or warranty with respect to the Retained Businesses.

No Other Representations or Warranties. Except for the representations and warranties contained expressly set forth in this Article III 5 or in any certificate delivered by the Company Transaction Documents to which Parent or Purchaser Merger Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationis a party, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanyParent, the Company subsidiaries Merger Sub or any of their Affiliates nor any other Person on behalf of the Company makesany of them is making or has made any express or implied representations 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 has mademade available, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries 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 Person representations or warranties. Parent and Mxxxxx 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 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 the Company to make or any representation or warranty relating to itself or its business or otherwise in connection with this Agreementof the Company Subsidiaries, and if madetheir businesses, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entityoperations, and (z) any estimateassets, projection, prediction, dataliabilities, financial informationcondition, memorandumresults of operations, presentation 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 any of the Company Subsidiaries or any other materials matter furnished or information provided to Parent or addressed Merger Sub or Made Available to Parent, Purchaser Merger Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with presentations by with, this Agreement or the Company’s management, Transactions. Parent and Merger Sub are not relying and shall not be deemed to be specifically disclaim that they are relying upon or include 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 have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Each of Parent and Purchaser Merger Sub acknowledges that it has conducted, to its satisfaction, its have conducted their own independent investigation of the condition, operations Acquired Companies and business of the Company Transactions and in making its determination have had an opportunity to proceed discuss and ask questions regarding the Acquired Companies’ businesses with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf management of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.

No Other Representations or Warranties. Except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (xa) none of the CompanySeller, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub Seller Entities or any of their Representativesrespective Affiliates has made any representation or warranty, expressed or implied, as to the Purchased Assets, the 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 the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any materials information regarding the Purchased Assets, the Assumed Liabilities, the Business or information the Purchased Companies furnished or made available to Parent and/or Purchaser and its Representatives in connection with presentations by the Company’s management, are not Affiliates and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees thatRepresentatives, except as expressly set forth in this Article III or in any certificate delivered hereunder or any other Transaction Document, (b) Purchaser has not relied on any representation or warranty from Seller, the Seller Entities or any of their respective Affiliates in determining to enter into this Agreement, except as expressly set forth in this Article III or in any certificate delivered hereunder or any other Transaction Document, and (c) except as expressly set forth in this Article III or in any certificate delivered hereunder or any other Transaction Document, none of Seller, the Seller Entities or any of their respective Affiliates shall have or be subject to any Liability to Purchaser Sub or any of its Affiliates or Representatives resulting from the distribution to Purchaser or its Affiliates or Representatives, or Purchaser’s or its Affiliates’ or Representatives’ use of, any such information, including any information, documents or material made available to Purchaser or its Affiliates or Representatives in any “data rooms,” management presentations or in any other form in expectation of or negotiation of this Agreement, the Transaction and the other transactions contemplated hereby. Purchaser acknowledges that, should the Closing occur, Purchaser shall acquire the Purchased Assets (including the Purchased Entity Shares and the Purchased Venture Interests), Assumed Liabilities and Business without any representation or warranty, express or implied, warranty as to merchantability, satisfactory quality merchantability or fitness thereof for any particular purpose, in an “as is” condition and on a “where is” basis, except as otherwise expressly set forth in this Agreement or in any certificate delivered hereunder or any other Transaction Document.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationTransaction Documents, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries no Seller or any other Person on behalf makes any other express or implied representation or warranty with respect to Sellers, the Business, the Transferred Assets, the Assumed Liabilities or the Transactions and Sellers disclaim any other representations or warranties, whether made by Sellers, any Affiliate of Sellers or any of Sellers’ or their respective Affiliates’ respective Representatives. Except for the Company makesrepresentations and warranties contained in the Transaction Documents, or has made, Sellers (i) expressly disclaim and negate any representation or warranty relating to itself warranty, expressed or its business implied, at common law, by statute or otherwise, relating to the condition of the Transferred Assets (including any express or implied warranty of merchantability or fitness for a particular purpose) 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 Buyer or its Affiliates or Representatives (including any opinion, information, projection or advice that may have been or may be provided to Buyer by any Representative of Sellers or any of their respective Affiliates). Sellers make no representations or warranties to Buyer regarding the probable success or profitability of the Business or the Transferred Assets. Notwithstanding anything to the contrary herein, the foregoing shall not limit, in any way, the specific representations and warranties made by Sellers in the Transaction Documents and nothing in this Agreement shall be deemed to be a waiver of any claim for Fraud. (b) Sellers acknowledge and agree that, except for the representations and warranties expressly set forth in this Agreement and the other Transaction Documents, neither Buyer nor any other Person has made any express or implied representation or warranty with respect to the Transactions or with respect to the accuracy or completeness of any other information provided, or made available, to Sellers in connection with this Agreement or the transactions contemplated by this Agreement, Transactions and Parent and Purchaser Sub are not relying none of the Sellers have relied on any representation or warranty of any Person except for other than those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisArticle IV.

No Other Representations or Warranties. Except (a) The parties acknowledge and agree that except for the representations and warranties contained in Article III or in any certificate delivered made by the Company to Parent or Purchaser Sub (Seller in Articles III and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanyIV hereof, the Company subsidiaries or Seller does not (nor any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (ySeller) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as at Law or in equity, with respect to merchantabilitythe Acquired Entities, satisfactory quality or 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, in or with respect to any financial projections or forecasts, notwithstanding the delivery or disclosure to the Purchaser or any of its Affiliates or 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” condition , 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 a “where is” basisthe 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 Affiliates, or any other Person will have or be subject to any liability to the Purchaser, any of its representatives or any other Person resulting from the distribution to the Purchaser or its representatives or the Purchaser’s use of any such information, including any document or information in any form provided to the Purchaser or its representatives in connection with the Transactions. (b) With respect to any projection or forecast delivered by or on behalf of the Seller, any Acquired Entity, or any of their respective representatives to the Purchaser or any of its representatives, the Purchaser acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) the Purchaser is familiar with such uncertainties, (iii) the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts so delivered and (iv) none of the Purchaser or its representatives or any other Person shall have any claim against the Seller or any of its representatives or any other Person with respect thereto. The Purchaser further acknowledges that it has expertise in the businesses of the Acquired Entities and understands the risks and uncertainties in connection with such businesses.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article IV, neither the Purchaser nor any other Person or entity on behalf of the Purchaser has made or makes any representation or warranty, whether express or implied, with respect to the Purchaser, their Affiliates or their respective businesses, affairs, 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 with respect to the accuracy or completeness of any other information provided or made available to the Sellers, their Affiliates or any of their Representatives by or on behalf of the Purchaser. Neither the Purchaser nor any other Person or entity on behalf of the Purchaser has made or makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Sellers, their Affiliates or any of their representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of the Purchaser or its Affiliates, whether or not included in any management presentation. (b) The Purchaser, on behalf of itself and its Affiliates, acknowledges and agrees that, except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationArticle IV, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanySellers, the Company subsidiaries or any other Person or entity on behalf of the Sellers or the Company have made or makes, or has madeand the Purchaser and its Affiliates have not relied upon, any representation or warranty relating warranty, whether express or implied, with respect to itself or its business or otherwisethe Sellers, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, their respective Affiliates or their respective businesses, affairs, assets, Liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the Company subsidiaries reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects), whether or not included in any management presentation, or with respect to the accuracy or completeness of any information provided or made available to the Purchaser or any of its officer, directors, employees, agents, representatives, lender, Affiliates or any other Person acting on its behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Sellers’ or the Company. Each of Parent and Purchaser Sub acknowledges and agrees that’s officers, except as expressly set forth in this Agreementdirectors, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation employees, agents, representatives, lenders or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisAffiliates.

No Other Representations or Warranties. Except for the representations and warranties contained expressly set forth in this ARTICLE III and those representations and warranties expressly made by Apco set forth in Article III or in any certificate delivered by IV of the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationMerger Agreement, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries Seller or any of its Affiliates nor any other Person on behalf of the Company makes, Seller makes or has made, made any express or implied representation or warranty relating with respect to itself Seller, the Target Companies or its business their respective businesses or otherwisewith respect to any other information provided, or made available, to Purchaser or their respective Representatives or Affiliates in connection with the transactions contemplated hereby, including the accuracy or completeness thereof. Seller acknowledges and agrees that, except for the representations and warranties made by Purchaser in ARTICLE IV (as qualified by the applicable items disclosed in the Purchaser Disclosure Schedule) and those representations and warranties expressly set forth in Article V of the Merger Agreement (as qualified by the applicable items disclosed in the Parent Disclosure Schedule), none of Purchaser or 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 Purchaser or any of its 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 information regarding Purchaser or any of its Subsidiaries or any other matter furnished or provided to Seller 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 contemplated hereby or thereby. Seller is not relying and specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by this Agreementany Person, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except that Purchaser and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Seller acknowledges and agrees that the representations and warranties contained in ARTICLE IV (as expressly set forth qualified by the applicable items disclosed in this Agreement, the Purchaser Sub shall acquire Disclosure Schedule) and Article V of the Purchased Assets Merger Agreement (as qualified by the applicable item disclosed in the Parent Disclosure Schedule) are for risk allocation purposes and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisnot necessarily assertions of truth.

No Other Representations or Warranties. Except for No representations or warranties, oral or otherwise, have been made to the GTY Parties or any party acting on behalf of the GTY Parties in connection with this Transaction other than the representations and warranties contained specifically set forth in Article III or in any certificate delivered this Agreement and the Ancillary Agreements. The GTY Parties have had an opportunity to consult an independent financial, tax and legal advisor and the decision of the GTY Parties to enter into this Agreement has been based solely upon the evaluation of the GTY Parties based on information provided by the Company to Parent or Purchaser Sub (Parties. GTY is a sophisticated purchaser and notwithstanding the delivery or disclosure to Parent or has made its Representatives of any documentationown independent investigation, projections, estimates, budgets or other information), each of Parent review and Purchaser Sub acknowledges that (x) none of the Company, analysis regarding the Company subsidiaries or any Parties and the Transaction, which investigation, review and analysis were conducted by the GTY Parties together with their advisors that they have engaged for such purpose. The GTY Parties and their officers, directors, employees, agents, accountants, advisors, bankers and other Person on behalf representatives have been provided with full and complete access to the representatives, properties, offices, and other facilities, books and records of the Company makesParties and other information that they have requested in connection with their investigation of the Company Parties and the transactions contemplated hereby. None of the Company Parties or officers, directors, employees, agents, accountants, advisors, bankers and other representatives is making, directly or has madeindirectly, any representation or warranty relating with respect to itself any estimates, projections or forecasts involving the Company Parties. GTY acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its business own evaluation of the adequacy and accuracy of any such estimates, projections or otherwiseforecasts (including the reasonableness of the assumptions underlying any such estimates, in connection with this Agreement or projections and forecasts). GTY acknowledges that, should the transactions contemplated by this AgreementClosing occur, and Parent and Purchaser Sub are not relying on GTY shall acquire the equity interests of the Company Parties without any representation or warranty as to merchantability or fitness for any particular purpose of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf respective assets of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectlyParties, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent an “as is” and Purchaser Sub acknowledges and agrees that“where is” basis, except as expressly set forth in ARTICLE 3 or in any certificate or other writing delivered pursuant hereto. Nothing in this Agreement, Purchaser Sub shall acquire Section 4.12 is intended to (a) modify or limit any of the Purchased Assets and representations or warranties of the Assumed Liabilities without Company Parties set forth in ARTICLE 3 or ARTICLE 3 or in any representation certificate or warranty, express other writing delivered pursuant hereto or implied, as (b) modify or limit the ability of any GTY Party to merchantability, satisfactory quality bring a claim or fitness to recover for any particular purpose, in “as is” condition and on a “where is” basisfraud.

No Other Representations or Warranties. Except for the representations and warranties Notwithstanding anything contained in Article III or in any certificate delivered by this Agreement to the Company to Parent or contrary, the Purchaser Sub (acknowledges and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges agrees that (x) none of the CompanySeller, the Company subsidiaries its Affiliates or any other Person on behalf is making any representations or warranties whatsoever, express or implied, beyond those expressly given by the Seller in Article IV, or with respect to any other information provided to the Purchaser in connection with the transactions contemplated hereby, including as to the probable success or profitability of the Company makesownership, use or operation of the Assets. The Purchaser further represents that none of the Seller, its Affiliates or any other Person has made, made any representation or warranty relating warranty, express or implied as to itself the accuracy or its business or otherwisecompleteness of any information regarding the Seller, in connection with this Agreement the Assets or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are Agreement not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by and none of the CompanySeller, the Company subsidiaries its Affiliates or any other Person on behalf of will have or be subject to liability to the Company Purchaser or any other Person resulting from the distribution to make any representation or warranty relating to itself the Purchaser or its business representatives or otherwise the Purchaser’s use of any such information, including Data Room information provided to the Purchaser or its representatives, in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or the sale of the Assets. The Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, conducted to its satisfaction, satisfaction its own independent investigation of the condition, operations current condition and business affairs of the Company Assets. The Purchaser is and has been assisted by advisors, consultants and legal counsel, knowledgeable and experienced in businesses similar to the operation of the Assets and in purchasing and operating power generation facilities similar to the Assets with respect to analyzing and evaluating the merits and risks of entering into this Agreement and the transactions contemplated hereby. In making its determination decision to proceed with execute this Agreement and undertake the obligations set forth herein, the Purchaser has relied and will rely solely upon the advice of its advisors, consultants and legal counsel and the results of its independent investigation and verification. The Purchaser acknowledges and affirms that all materials and information requested by the Purchaser have been provided to the Purchaser to the Purchaser’s reasonable satisfaction. The Purchaser has completed its investigation, verification, analysis, review and evaluation of the Assets and the transactions contemplated by this Agreement, each of Parent and Agreement as the Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly deemed necessary or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisappropriate.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article III or in any certificate delivered by the Company to Parent or Purchaser IV of this Agreement, Parent, Sub (REIT, REIT Merger Sub and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Partnership Merger Sub acknowledges acknowledge that (x) none of neither the Company, the Company subsidiaries or Partnership, any Subsidiary, nor any other Person person or entity on behalf of the Company makes, or has made, and none of Parent, Sub REIT, REIT Merger Sub or Partnership Merger Sub has relied upon, any representation or warranty relating warranty, whether express or implied, with respect to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, any Subsidiary or their respective businesses, operations, affairs, assets, liabilities, tax status, financial condition, results of operations or prospects or with respect to the Company subsidiaries accuracy or completeness of any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed made available to Parent, Purchaser Sub or any of their RepresentativesREIT, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not REIT Merger Sub and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Partnership Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company, the Partnership or any Subsidiary. Each of Parent Except for the representations and Purchaser Sub acknowledges and agrees that, except as expressly set forth warranties contained in this AgreementArticle IV, Purchaser none of the Company, the Partnership, any Subsidiary nor any other person or entity will have or be subject to any liability to Parent, Sub REIT, REIT Merger Sub or Partnership Merger Sub or any other person or entity resulting from the distribution in written or verbal communications to Parent, Sub REIT, REIT Merger Sub or Partnership Merger Sub, or use by Parent, Sub REIT, REIT Merger Sub or Partnership Merger Sub of, any such information, including any information, documents, projections, forecasts or other material made available to Parent, Sub REIT, REIT Merger Sub or Partnership Merger Sub in online “data rooms,” confidential information memoranda or management interviews and presentations in expectation of the Contemplated Transactions. (b) In connection with any investigation by Parent, Sub REIT, REIT Merger Sub and Partnership Merger Sub of the Company and the Subsidiaries, Parent, Sub REIT, REIT Merger Sub and Partnership Merger Sub have received or may receive from the Company, the Partnership, and/or other persons or entities on behalf of the Company or the Partnership certain projections, pro forma information, estimates and other forecasts in written or verbal communications. Parent, Sub REIT, REIT Merger Sub and Partnership Merger Sub acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, pro forma information and other forecasts and plans, that Parent, Sub REIT, REIT Merger Sub and Partnership Merger Sub are familiar with such uncertainties, that Parent, Sub REIT, REIT Merger Sub and Partnership Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, pro forma information and other forecasts and plans so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, pro forma information, forecasts or plans), and that Parent, Sub REIT, REIT Merger Sub and Partnership Merger Sub shall acquire have no claim against any person or entity with respect thereto. Accordingly, Parent, Sub REIT, REIT Merger Sub and Partnership Merger Sub acknowledge that neither the Purchased Assets and Company, the Assumed Liabilities without Partnership nor any other person or entity on behalf of either of them makes any representation or warrantywarranty with respect to such estimates, express projections, pro forma information, forecasts or impliedplans (including the reasonableness of the assumptions underlying such estimates, as to merchantabilityprojections, satisfactory quality pro forma information, forecasts or fitness for any particular purpose, in “as is” condition and on a “where is” basisplans).

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives V of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Companythis Agreement, the Company subsidiaries or acknowledges that neither NRT nor any other Person on behalf of the Company makes, or NRT has made, and the Company has not relied upon any representation or warranty relating warranty, whether express or implied, with respect to itself NRT or its business any of the NRT Subsidiaries or otherwisetheir respective businesses, affairs, assets, liabilities, financial condition, results of operations or prospects or with respect to the accuracy or completeness of any other information provided or made available to the Company by or on behalf of NRT. Neither NRT nor any other Person will have or be subject to any liability or indemnification obligation to the Company or any other Person resulting from the distribution in connection with this Agreement written or verbal communications to the Company, or use by the Company of any such information, including any information, documents, projections, forecasts or other material made available to the Company in online “data rooms,” confidential information memoranda or management interviews and presentations in expectation of the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on . (b) In connection with any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized investigation by the CompanyCompany of NRT and the NRT Subsidiaries, the Company subsidiaries has received or may receive from NRT and its respective Subsidiaries and/or other Persons or entities on behalf of NRT certain projections, forward-looking statements and other forecasts and certain business plan information in written or verbal communications. The Company acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that the Company is familiar with such uncertainties, that the Company 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 the Company (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans), and that the Company shall have no claim against any Person with respect thereto. Accordingly, the Company acknowledges that neither NRT nor any other Person on behalf of the Company to make either of them makes any representation or warranty relating with respect to itself such estimates, projections, forecasts or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and plans (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation reasonableness of the conditionassumptions underlying such estimates, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreementprojections, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly forecasts or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisplans).

No Other Representations or Warranties. (1) Except for the representations and warranties contained in Article III or in this Agreement (including any certificate or other instrument delivered by the Company to Parent in connection herewith or Purchaser Sub (and notwithstanding the delivery or disclosure to therewith), none of Seller Parent or its Affiliates or their respective Representatives makes any other representation or warranty on behalf of Seller Parent, express or implied, at law or in equity, in respect of Seller Bank or its Subsidiaries, their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, or with respect to the subject matter of this Agreement or the Ancillary Agreements, and Seller Parent, Seller and Seller Bank, each on behalf of itself and its Subsidiaries, hereby disclaim any documentationsuch other representations or warranties. In particular, projectionswithout limiting the foregoing disclaimer, estimatesnone of Seller Parent, budgets its Affiliates or any other person makes or has made any representation or warranty to Purchaser Parent, Purchaser Bank, their Affiliates or Representatives with respect to (A) any financial projection, forecast, estimate, budget or prospective information relating to Seller, Seller Bank, or their respective Subsidiaries or their respective businesses, or (B) except for the representations and warranties made by Seller Parent in this Agreement (including any certificate or other informationinstrument delivered in connection herewith or therewith), any oral or written information presented to the Purchaser Parent, Purchaser Bank or their respective Affiliates or Representatives in the course of their due diligence investigation of Seller, Seller Bank, or their respective Subsidiaries, the negotiation of this Agreement or the Ancillary Agreements or in the course of the Transactions. For the avoidance of doubt, none of Seller Parent, or its Affiliates makes any, and Seller Parent and its Affiliates hereby disclaim all, representations or warranties with respect to the Excluded Subsidiaries or its assets, Liabilities, business or financial condition. (2) Seller Parent acknowledges and agrees that none of Purchaser Parent, Purchaser Bank or any other person has made or is making any express or implied representation or warranty with respect to Purchaser Parent, Purchaser Bank or their respective Subsidiaries or businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, or the Transactions, other than those contained in this Agreement (including any certificate or other instrument delivered in connection herewith or therewith). Notwithstanding anything to the contrary in this Agreement, each of Seller Parent, Seller, or Seller Bank represents and warranties that it has not relied on any representations, warranties, or statements of Purchaser Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf other than the representations and warranties of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Purchaser Parent and Purchaser Sub that are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, Agreement (y) no person has been authorized by the Company, the Company subsidiaries including any certificate or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise instrument delivered in connection with this Agreement, and if made, such representation herewith or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basistherewith).

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article III III, in the Descartes Certificates or in an Acquisition Document, none of Descartes or its Subsidiaries or any certificate delivered by the Company to Parent of their respective Affiliates or Purchaser Sub Representatives makes (and notwithstanding the delivery Descartes, on behalf of itself, its Subsidiaries, and their respective Affiliates and Representatives, hereby disclaims) any express or disclosure implied representation or warranty with respect to Parent Descartes or its Representatives Subsidiaries, the Acquired Ag Assets, the Ag Business or with respect to the accuracy or completeness of any documentationother information provided, projectionsor made available, estimates, budgets to Fermat or other information), each any of Parent and Purchaser Sub acknowledges that (x) none its Subsidiaries or Representatives in connection with the transactions contemplated hereby. None of the Company, the Company subsidiaries Descartes or its Subsidiaries or any other Person on behalf of the Company makeswill have or be subject to any Liabilities to Fermat, its Affiliates, agents or representatives or any Person resulting from Fermat’s use of, or has made, the use by any representation of its Affiliates or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty Representatives of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandumincluding information, presentation documents, projections, forecasts or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information material made available to Parent and/or Fermat, its Affiliates or Representatives in any “data rooms,” teaser, confidential information memorandum or management presentations in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent unless any such information is expressly and Purchaser Sub has relied solely on specifically included 1414958.12A-NYCSR03A - MSW in a representation or warranty contained in this Article III, in the results of its own independent investigation and Descartes Certificates or in an Acquisition Document. Notwithstanding anything to the terms of contrary contained in this Agreement and has not reliedwithout limiting the foregoing, directly none of Descartes, its Subsidiaries or indirectly, on their respective Representatives makes any materials express or information made available implied representation or warranty with respect to Parent and/or its Representatives by Excluded Ag Assets or on behalf of the Company. Each of Parent and Purchaser Sub Retained Ag Liabilities. (b) Descartes acknowledges and agrees that, except for the representations and warranties in Article IV, the Fermat Certificates and the Acquisition Documents, neither Fermat nor any of its Subsidiaries, nor any other Person, has made any express or implied representation or warranty with respect to the Acquired H&N Assets, the H&N Business or with respect to the accuracy or completeness of any other information provided, or made available, to Descartes or any of its Subsidiaries or Representatives in connection with the transactions contemplated hereby and Descartes has not relied on any representation or warranty other than those contained in Article IV, the Fermat Certificates and the Acquisition Documents. Without limiting the generality of the foregoing, Descartes acknowledges and agrees that neither Fermat nor any of its Subsidiaries or any other Person has made a representation or warranty (including as to completeness or accuracy) to Descartes with respect to, and neither Fermat nor any of its Subsidiaries or any other Person shall be subject to any liability to Descartes or any other Person resulting from, Fermat or its Subsidiaries or their respective Representatives making available to Descartes, (i) any projections, estimates or budgets for the H&N Business, or (ii) any materials, documents or information relating to Fermat or its Subsidiaries, the Acquired H&N Assets or the H&N Business made available to Descartes or its Representatives in any “data rooms,” teaser, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV of this Agreement, Purchaser Sub shall acquire in the Purchased Assets and the Assumed Liabilities without any representation Fermat Certificates or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisan Acquisition Document.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationSection 3.1, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or neither Seller Parties nor any other Person on behalf of the Company makes, Seller Parties or has made, any of their respective Affiliates makes any express or implied representation or warranty relating with respect to itself Seller Parties, the Company, the Company’s Subsidiaries or any of their respective Affiliates or with respect to any other information provided to Buyer, its business Affiliates or otherwise, Representatives in connection with this Agreement the transactions contemplated hereby. Neither Seller Parties nor any other Person will have or be subject to any liability or other obligation to Buyer, its Affiliates or Representatives or any Person resulting from the sale of the Units to Buyer or Buyer’s use of, or the use by any of Buyer’s Affiliates or Representatives of, any such information, including any information, documents, projections, forecasts of other material made available to Buyer, its Affiliates or Representatives in certain “data rooms”, offering memorandum or management presentations in expectation of the transactions contemplated by this Agreement, unless any such information is expressly and Parent and Purchaser Sub are not relying on any specifically included in a representation or warranty of contained in Section 3.1. Seller Parties disclaim any Person except and all other representations and warranties, whether express or implied. (b) Except for those expressly set forth the representations and warranties contained in this AgreementSection 3.2, (y) no person has been authorized by the Company, the Company subsidiaries or neither Buyer nor any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub Buyer or any of their Representativesrespective Affiliates makes any express or implied representation or warranty with respect to Buyer or its Subsidiaries or Affiliates or with respect to any other information provided to Seller Parties, including any materials their Affiliates or information made available to Parent and/or its Representatives in connection with presentations by the Company’s managementtransactions contemplated hereby. Neither Buyer nor any other Person will have or be subject to any liability or other obligation to Seller Parties, are not and shall not be deemed to be their Affiliates or include representations Representatives or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation any Person resulting from the issuance of the conditionBuyer Shares to Seller or Seller Parties’ use of, operations and business or the use by any of the Company and Seller Parties’ Affiliates or Representatives of, any such information, including any information, documents, projections, forecasts of other material made available to Seller Parties, their Affiliates or Representatives in making its determination to proceed with certain “data rooms”, offering memorandum or management presentations in expectation of the transactions contemplated by this Agreement, each of Parent unless any such information is expressly and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth specifically included in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any a representation or warrantywarranty contained in Section 3.2. Buyer disclaims any and all other representations and warranties, whether express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III or in any certificate delivered by IV and the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationother Transaction Documents, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanyParent, the Company subsidiaries Purchaser or any of their respective Affiliates, Representatives or any other Person on behalf of the Company makes, makes any express or has made, any implied representation or warranty relating with respect to itself Purchaser, Parent, or any of their respective Subsidiaries, Affiliates or businesses, the Parent Common Stock, the Share Issuance, or with respect to any other information provided, or made available, to Seller or any of its business Affiliates or otherwise, Representatives in connection with the Transaction and the other transactions contemplated by this Agreement or the other Transaction Documents. None of Parent, Purchaser or any of their respective Affiliates, Representatives or any other Person has made any express or implied representation or warranty with respect to the prospects of the business of Parent, Purchaser, or any of their respective Subsidiaries or Affiliates, their respective businesses or the profitability thereof, or with respect to any forecasts, projections or business plans or other information (including any Confidential Information (as defined in the Purchaser Confidentiality Agreement)) delivered to Seller or any of its Affiliates or Representatives in connection with Seller’s review of the businesses of Parent, Purchaser and their respective Subsidiaries and Affiliates 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 for the representations and warranties contained in this Article IV and the other Transaction Documents, none of Parent, Purchaser or any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller or any of its Affiliates or Representatives or any other Person resulting from the Share Issuance or the sale and purchase of the Parent Common Stock or Seller’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material (including any Confidential Information (as defined in the Purchaser Confidentiality Agreement)) made available to Seller, its Affiliates or Representatives in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Parent, Purchaser or any of their respective Affiliates or Representatives, or Seller, the other Seller Entities or any of their Affiliates or Representatives, with respect to the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation Agreement or warranty the other Transaction Documents. Each of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or and their respective Affiliates disclaims any of their Representativesand all representations and warranties, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, whether express or implied, as to merchantability, satisfactory quality except for the representations and warranties contained in this Article IV or fitness for any particular purpose, in “as is” condition and on a “where is” basisthe other Transaction Documents.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in Article III this Agreement or in any certificate delivered by the Company other Transaction Document, neither Purchaser nor any other Person or entity on behalf of Purchaser has made or makes any representation or warranty, whether express or implied, with respect to Parent Purchaser, its Affiliates or Purchaser Sub (and notwithstanding the delivery their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or disclosure to Parent or its Representatives of any documentationfinancial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, budgets projections, forecasts, plans or other information), each prospects) or with respect to the accuracy or completeness of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed made available to ParentSeller, Purchaser Sub its Affiliates or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives representatives by or on behalf of the CompanyPurchaser. Each Neither Purchaser nor any other Person or entity on behalf of Parent Purchaser has made or makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Seller, its Affiliates or any of their representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of Purchaser or its Affiliates, whether or not included in any management presentation. (b) Purchaser, on behalf of itself and Purchaser Sub its Affiliates, acknowledges and agrees that, except as expressly set forth for the representations and warranties contained in this AgreementAgreement or in any other Transaction Document, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without neither Seller nor any other Person or entity on behalf of Seller has made or makes any representation or warranty, whether express or implied, as with respect to merchantabilitySeller, satisfactory quality its Affiliates or fitness for their respective businesses, affairs, 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 with respect to the accuracy or completeness of any particular purposeother information provided or made available to Purchaser or its Affiliates, or any of their representatives by or on behalf of Seller. Purchaser acknowledges and agrees, on behalf of itself and its Affiliates, that neither Seller nor any other Person or entity on behalf of Seller has made or makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Purchaser or its Affiliates or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of Seller or its Affiliates, whether or not included in “as is” condition and on a “where is” basisany management presentation.

No Other Representations or Warranties. Except (a) Each of Parent and Merger Sub acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Company and its businesses and operations, and Parent and Merger Sub have been furnished with or given full access to such information about the Company and its businesses and operations as they requested. In connection with Parent’s and Merger Sub’s investigation of the Company and its businesses and operations, Parent, Merger Sub and their respective representatives have received from the Company or its representatives certain projections and other forecasts for the representations Company and warranties contained certain estimates, plans and budget information. Parent and Merger Sub acknowledge and agree that (i) there are uncertainties inherent in Article III or in any certificate delivered by attempting to make such projections, forecasts, estimates, plans and budgets; (ii) Parent and Merger Sub are familiar with such uncertainties; and (iii) Parent and Merger Sub are taking full responsibility for making their own evaluations of the Company to Parent or Purchaser Sub (adequacy and notwithstanding the delivery or disclosure to Parent or its Representatives accuracy of any documentationall estimates, projections, estimatesforecasts, plans and budgets so furnished to them or their representatives. Nothing in this Section 8.6 shall be deemed to release, waive or alter any of the Company’s representations, warranties and covenants under this Agreement or under the other information)Transaction Documents. (b) PARENT AND MERGER SUB EACH ACKNOWLEDGES THAT, each EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDING IN SECTION 3 HEREOF AND THE DISCLOSURE SCHEDULE, AND IN THE OTHER TRANSACTION DOCUMENTS, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, BY THE COMPANY OR ANY OTHER PERSON, INCLUDING (I) WITH RESPECT TO THE COMPANY, ITS ASSETS AND LIABILITIES, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE COMPANY SECURITIES OR (II) AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE COMPANY FURNISHED OR MADE AVAILABLE TO PARENT, MERGER SUB AND THEIR REPRESENTATIVES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Without limiting the generality of Parent the foregoing and Purchaser Sub acknowledges that (x) except for fraud, Indemnified Parties shall have no claim or right to indemnification pursuant to this Article VIII or otherwise, and none of the Company, the Company subsidiaries Indemnifying Parties or any other Person on behalf shall have or be subject to any liability to Merger Sub, Parent, the Indemnified Parties or any other Person, with respect to (i) any information, documents or materials furnished or made available by the Company or its Affiliates, officers, directors, employees, agents or advisors to Parent or Merger Sub, in certain “data rooms”, management presentations or any other form in contemplation of the transactions contemplated hereby or (ii) any projections, forecasts, estimates, plans or budgets of future revenue, 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 Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreementfuture business, and Parent and Purchaser Sub are not relying on any representation operations or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf affairs of the Company heretofore or hereafter delivered to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed made available to Parent, Purchaser Merger Sub or any of their Representatives, including any materials respective representatives or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisAffiliates.

No Other Representations or Warranties. Except (a) Buyer acknowledges that: (i) it has had access to the books and records, contracts, agreements and documents, and employees, agents and Representatives of the Company, Seller and such other Affiliates of Seller as it deems necessary or advisable in connection herewith; and (ii) Buyer has had an opportunity to seek accounting, legal and other advice or information in connection with its entry into this Agreement and the other documents referred to herein relating to the consummation of the transactions contemplated hereby and thereby. (b) Buyer acknowledges and agrees that except for the representations and warranties contained of the Seller set forth in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationII, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Seller, the Company, the Company subsidiaries their Affiliates or any other Person acting on their behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be have made, any other express or include any implied representations or warranties. Each of Parent warranties whatsoever and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation specifically (but without limiting the generality of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees foregoing) that, except as for the representations and warranties of the Seller set forth in Article II, neither the Seller, the Company, their Affiliates, nor any Person acting on their behalf had made any representation or warranty with respect to the Asbestos-Related Liabilities, the Environmental Liabilities or any forecasts, projections, estimates or reports or information (including financial or actuarial reports or information regarding the Asbestos-Related Liabilities, the Environmental Liabilities or other matters) provided by Seller, the Company, their Affiliates or any Person acting on their behalf, including any information provided in the data room and that Seller makes no representations or warranties regarding the amount (if any) that may collectible under any of the Insurance Policies or Third Party Assumption Agreements. Buyer acknowledges that payments with respect to the Asbestos-Related Liabilities and Environmental Liabilities may be greater than the amount set forth on the Company Financial Statements and in any actuarial reports or other studies provided pursuant to Section 2.15. Buyer and its Affiliates have not relied on (i) any representations and warranties or (ii) any forecasts, projections, estimates or reports or information (including financial or actuarial reports or information regarding the Asbestos-Related Liabilities, the Environmental Liabilities or other matters) provided by Seller, the Company, their Affiliates or any Person acting on their behalf (including any information provided in the data room) except, in each case, for those expressly set forth or referred to in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisArticle II.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III V, neither Purchaser nor any of its Affiliates makes any express or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any implied representation or warranty relating with respect to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representativesits Subsidiaries or Affiliates, including the Share Consideration or with respect to any materials other information provided, or information made available available, to Seller Parent and/or or any of its Affiliates or Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and hereby. Neither Purchaser Sub has relied solely on the results nor any of its own independent investigation and the terms of this Agreement and Affiliates has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantabilitythe prospects of the business of Purchaser or its Subsidiary or its profitability for Seller Parent, satisfactory quality or fitness with respect to any forecasts, projections or business plans prepared by, or on behalf of, Purchaser and delivered to Seller Parent in connection with Seller Parent’s review with respect to the Share Consideration and the negotiation and execution of this Agreement. Neither Purchaser nor any other Person will have, or be subject to, any liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from the issuance of the Share Consideration to Seller Parent or Seller Parent’s use of, or the use by any of its Affiliates or Representatives of any information, including information, documents, projections, forecasts or other material made available to Seller Parent, its Affiliates or any of their respective Representatives in a virtual data room, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser or its Affiliates, unless any such information is expressly and specifically included in a representation or warranty contained in this Article V. Each of Purchaser and its Affiliates disclaims any and all other representations and warranties, whether express or implied. None of the foregoing in this Section 5.20 shall in any event be deemed to relieve any Party from Liability for any particular purpose, in “as is” condition and on a “where is” basisfraud.

No Other Representations or Warranties. Except for the representations and warranties contained expressly set forth in this Article III or in any certificate delivered by IV, neither the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or nor any other Person on behalf of the Company makes, or has mademade (and the Company, on behalf of itself, each of the Company’s Subsidiaries and their respective Affiliates and Representatives, hereby disclaims) any express or implied representation or warranty relating with respect to itself the Company or its business any of the Company’s Subsidiaries or with respect to the accuracy or completeness of any information provided, or made available, to Parent, Acquisition Sub or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement Agreement, the Merger or the other transactions contemplated by this Agreement, and Parent and Purchaser Acquisition Sub and their respective Representatives and Affiliates are not relying on, and waive any claim based on reliance on, any representation representation, warranty or warranty other information of the Company, any of the Company’s Subsidiaries or any other Person except for those expressly set forth in this AgreementArticle IV. None of the Company, any of the Company’s Subsidiaries or any other Person makes (yand the Company, on behalf of itself, each of the Company’s Subsidiaries and their respective Affiliates and Representatives, hereby disclaims) no person has been authorized by any express or implied representation or warranty (including as to completeness or accuracy) to Parent or Acquisition Sub with respect to, and none of the Company, the Company subsidiaries Company’s Subsidiaries or any other Person on behalf shall be subject to, any liability to Parent, Acquisition Sub or any other Person resulting from, the Company, the Company’s Subsidiaries or their respective Representatives providing or making available to Parent, Acquisition Sub or any of their Affiliates or their respective Representatives, or resulting from the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreementomission of, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, forecast, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representativesinformation, including any materials or information made available to Parent and/or or its Representatives or Affiliates in connection with presentations by the Company’s management, are not management or information made available on any electronic data room for “Project Quantum” and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation maintained by the Company for purposes of the condition, operations Merger and business of the Company and in making its determination to proceed with the other transactions contemplated by this Agreement, each including the electronic data room hosted by Intralinks under the title Project Quantum (collectively, the “VDR”). Except for the representations and warranties contained in Article V, the Company acknowledges and agrees that none of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not reliedParent, directly Xxxxxx’s Subsidiaries (including Acquisition Sub) or indirectly, on any materials or information made available to Parent and/or its Representatives by or other Person on behalf of Parent makes, or has made, any express or implied representation or warranty with respect to Parent or Acquisition Sub, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement, the Company. Each Merger or the other transactions contemplated by this Agreement, and the Company is not relying on any representation, warranty or other information of Parent and Purchaser Sub acknowledges and agrees that, any Person except as for those expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisherein.

No Other Representations or Warranties. Except 10.1.1 Buyer acknowledges and agrees that it (a) has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Transferred Assets, the Assumed Liabilities and the Business and (b) has been furnished with or has been given adequate access to such information about the Transferred Assets, the Assumed Liabilities and the Business as it has requested. In connection with Buyer’s investigation of the Transferred Assets, the Assumed Liabilities and the Business, Buyer may have received and may hereafter receive from Seller or its representatives estimates, projections and other forecasts relating to the Transferred Assets, the Assumed Liabilities and the Business, and plan and budget information with respect thereto (collectively, “Projections”). Buyer acknowledges that there are uncertainties inherent in attempting to make Projections, that Buyer is familiar with such uncertainties, and that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of any Projections, and, except in circumstances involving fraud by the Seller and/or its Affiliates, Seller and its Affiliates shall have no Liability with respect thereto. 10.1.2 Buyer acknowledges and agrees that, except for the representations and warranties contained made by Seller as expressly set forth in Article III 3, neither Seller nor any of its Affiliates or in any certificate delivered by the Company representatives have made or shall be construed as having made or deemed to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure have made to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries Buyer or any other Person on behalf of the Company makes, its Affiliates or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreementrepresentatives, and Parent and Purchaser Sub are not relying on neither Buyer nor any of its Affiliates or representatives has relied upon, any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by kind. Without limiting the Company, the Company subsidiaries or any other Person on behalf generality of the Company to make foregoing, and notwithstanding any express representation and warranty made by Seller in Article 3, Buyer agrees that neither Seller nor any of its Affiliates or representatives has made any representation or warranty relating to itself Buyer or to any of its Affiliates or representatives with respect to any Projections or, except to the extent and as expressly covered by a representation and warranty of Seller contained in Article 3, with respect to any other statements, documents or other information heretofore or hereafter delivered to or made available to Buyer or to any of its Affiliates or representatives (including the Confidential Information Memorandum prepared by Seller and its Affiliates (the “CIM”) dated April 2012), and that, except in circumstances involving fraud by the Seller and/or its Affiliates, Buyer shall not: (a) assert and hereby waives any claim against Seller or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub Affiliates or any of their Representativesdirectors, including officers, employees, agents, stockholders, or representatives, or hold (b) Seller or any materials such Persons liable with respect to any such Projections or other statements, documents or other information heretofore or hereafter delivered to or made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed Buyer or to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results any of its own independent investigation and Affiliates or representatives (including the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees thatCIM), except to the extent and as expressly set forth covered by a representation and warranty of Seller contained in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisArticle 3.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationIII, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanySeller, the Company subsidiaries FH Share Sellers, the FH Asset Sellers nor any of their respective Affiliates makes any express or implied representation or warranty with respect to 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, the FH Assets, the FH Business or with respect to any other information provided, or made available, to Buyer or any of its Affiliates, agents or representatives in connection with the transactions contemplated hereby. None of Seller, the FH Share Sellers, the FH Asset Sellers or any other Person on behalf will have or be subject to any liability or other obligation to Buyer, its Affiliates, agents or representatives or any Person resulting from the sale of the Company makesFH Shares or the Acquired FH Assets to Buyer or Buyer’s use of, or has made, the use by any representation of its Affiliates or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty representatives of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandumincluding information, presentation documents, projections, forecasts or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information material made available to Parent and/or Buyer, its Representatives Affiliates or representatives in any “data rooms,” teaser, confidential information memorandum or management presentations in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent unless any such information is expressly and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of specifically included in a representation or warranty contained in this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the CompanyArticle III. Each of Parent Seller, the FH Asset Sellers and Purchaser Sub acknowledges the FH Share Sellers and agrees thattheir Affiliates disclaims any and all other representations and warranties, except as expressly set forth whether express or implied. Notwithstanding anything to the contrary contained in this Agreement, Purchaser Sub shall acquire neither Seller, the Purchased Assets and FH Share Sellers, the Assumed Liabilities without FH Asset Sellers nor any of their respective Affiliates makes any express or implied representation or warrantywarranty with respect to Excluded Assets, express Excluded Businesses or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.Retained Liabilities. 21 ARTICLE IV

No Other Representations or Warranties. Except (a) The Company is not relying and has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties contained in Article III or IV and in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement. Such representations and warranties by Parenx xxx Merger Sub constitute the sole and exclusive representations and warranties of Parent and Merger Sub in connection with the Transactions and the Company understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by Parenx xxx Merger Sub. (b) In connection with the Transactions, each of the Company, its Subsidiaries and their respective Affiliates, shareholders, directors, officers, employees, agents, Representatives and advisors have received and may continue to receive after the date of this Agreement from Parent and Merger Sub and their respective Affiliates, shareholders, directors, officers, employees, consultants, agents, Representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding Parenx xxx Merger Sub and their business and operations. The Company hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, and if madethat the Company will have no claim against Parent and Merger Sub, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their RepresentativesAffiliates, including shareholders, directors, officers, employees, consultants, agents, Representatives or advisors, or any materials or information made available other person with respect thereto other than, subject to Parent and/or its Representatives in connection with presentations by the Company’s management, are not terms and shall not be deemed to be or include representations or warranties. Each conditions of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of with respect to Parent and Purchaser Merger Sub, any such information is expressly addressed or included in a representation or warranty contained in Article IV. Accordingly, the Company hereby acknowledges and agree that neither Parenx xxx Merger Sub nor any of their respective Affiliates, shareholders, directors, officers, employees, consultants, agents, Representatives or advisors, nor any other person, has relied solely on the results of its own independent investigation made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans, other than, with respect to Parent and Merger Sub, subject to the terms and conditions of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any such information is expressly addressed or included in a representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, warranty made by Parent and Merger Sub contained in “as is” condition and on a “where is” basisArticle IV.

No Other Representations or Warranties. Except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationa) EXCEPT AS SET FORTH EXPRESSLY HEREIN, projectionsCHEMRING IS NOT MAKING ANY REPRESENTATION OR WARRANTY, estimatesEXPRESS OR IMPLIED, budgets or other information)OF ANY NATURE WHATSOEVER WITH RESPECT TO ITSELF; AND CHEMRING AND EACH OF ITS REPRESENTATIVES HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY, each of Parent and Purchaser Sub WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE CONSUMMATION OF THE CONTEMPLATED TRANSACTIONS HEREBY, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE ADG PARTIES OR ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON OF ANY DOCUMENTATION OR OTHER INFORMATION BY CHEMRING OR ANY OF ITS REPRESENTATIVES OR ANY OTHER PERSON WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING. (b) Chemring acknowledges that (x) none of the Companythat, except as expressly set forth herein, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, ADG Parties have not made any representation or warranty relating warranty, express or implied, as to itself the accuracy or its business completeness of any information regarding the ADG Parties or otherwise, in connection with this Agreement SA or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty none of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries ADG Parties or any other Person will have or be subject to any Liability to Chemring or any other Person resulting from the distribution to Chemring or its Representatives or Chemring’s use of any such information, including any confidential memoranda distributed on behalf of the Company to make any representation or warranty ADG Parties relating to itself ADG or its business Subsidiaries, other publications or otherwise in connection with this Agreement, and if made, such representation data room information provided to Chemring or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation its Representatives or any other materials document or information in any form provided to Chemring, or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not Purchase and shall not be deemed to be or include representations or warrantiesthe transactions contemplated hereby. Each of Parent and Purchaser Sub Chemring acknowledges that it has conducted, conducted to its satisfaction, satisfaction its own independent investigation of the condition, operations and business Business of the Company USA and SA and, in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent Chemring and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisinvestigation.

No Other Representations or Warranties. Except (a) Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained (including the Schedules with respect thereto) made by Seller and expressly set forth in Article III or in Section 2.1 of this Agreement, neither Seller nor any certificate delivered by the Company representative of Seller has made and will not be construed as having made to Parent or Purchaser Sub (or to any of their respective representatives, and none of Parent, Purchaser or any of their respective representatives have relied upon, any representation or warranty of any kind. Without limiting the generality of the foregoing, and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information)express representation and warranty made by Seller in Section 2.1 hereof, each of Parent and Purchaser Sub acknowledges agrees that (x) none neither Seller nor any representative of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, Seller makes or has made, made any representation or warranty to the Parent or Purchaser or to any of their respective representatives with respect to any estimates, projections and other forecasts relating to itself or its business or otherwise, in connection with this Agreement the Cinagro Shares or the transactions contemplated Company Shares, and plan and budget information with respect thereto or, except to the extent and as expressly covered by a representation and warranty of Seller contained in Section 2.1 hereof, with respect to any other statements, documents or other information heretofore or hereafter delivered 24 25 to or made available to Parent or Purchaser or to any of their respective representatives and that neither Parent nor Purchaser will assert any claim against Seller or any of its directors, officers, employees, agents, stockholders, or representatives, or hold Seller or any such persons liable with respect thereto. (b) Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties (including the Schedules with respect thereto) made by the Majority Member and expressly set forth in Section 2.2 of this Agreement, neither the Majority Member nor any of his representatives has made and will not be construed as having made to Parent or Purchaser or to any of their respective representatives, and none of Parent, Purchaser Sub are not relying on or any of their respective representatives have relied upon, any representation or warranty of any Person except for those expressly set forth in this Agreementkind. Without limiting the generality of the foregoing, (y) no person has been authorized and notwithstanding any express representation and warranty made by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise Majority Member in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this AgreementSection 2.2 hereof, each of Parent and Purchaser Sub agrees that neither the Majority Member nor any of his representatives makes or has relied solely on made any representation or warranty to the results Parent or Purchaser or to any of its own independent investigation their respective representatives with respect to any estimates, projections and other forecasts relating to the terms Company Shares, and plan and budget information with respect thereto or, except to the extent and as expressly covered by a representation and warranty of this Agreement and has not reliedthe Majority Member contained in Section 2.2 hereof, directly with respect to any other statements, documents or indirectly, on any materials other information heretofore or information hereafter delivered to or made available to Parent and/or its Representatives by or on behalf Purchaser or to any of their respective representatives and that neither Parent nor Purchaser will assert any claim against the Company. Each Majority Member or any of Parent and Purchaser Sub acknowledges and agrees thathis agents or representatives, except as expressly set forth in this Agreement, Purchaser Sub shall acquire or hold the Purchased Assets and the Assumed Liabilities without Majority Member or any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basissuch persons liable with respect thereto.

No Other Representations or Warranties. Except for Purchaser acknowledges that (a) none of Seller or any of its Affiliates has made any representation or warranty, expressed or implied, as to the representations and warranties contained in Article III or in any certificate delivered by Equity Interests, the Business, the Company to Parent Group or Purchaser Sub (and notwithstanding any of its assets, the delivery Company Group’s financial condition, results of operations, future operating or disclosure to Parent or its Representatives of any documentationfinancial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, budgets projections, forecasts, plans or other information)prospects) or the accuracy or completeness of any information regarding the Equity Interests, each of Parent and Purchaser Sub acknowledges that (x) none of the CompanyBusiness, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub Group or any of their Representatives, including any materials its assets furnished or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be Purchaser or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results any of its own independent investigation and the terms of this Agreement and has not relied, directly Affiliates or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees thatRepresentatives, except as expressly set forth in either (i) this Article III as modified by the Seller Disclosure Schedules, or (ii) in any certificate delivered hereunder or in any other Transaction Document, (b) Purchaser has not relied on any representation or warranty from Seller, the Company Group or any of their respective Affiliates in determining to enter into this Agreement, except as expressly set forth in either (i) this Article III as modified by the Seller Disclosure Schedules, or (ii) in any certificate delivered hereunder or in any other Transaction Document, and (c) none of Seller, the Company Group or any of their respective Affiliates shall have or be subject to any Liability to Purchaser Sub or any of its Affiliates or Representatives resulting from the distribution to Purchaser or its Affiliates or Representatives, or Purchaser’s or its Affiliates’ or Representatives’ use of, any such information, including any information, documents or material made available to Purchaser or any of its Affiliates or Representatives in any “data rooms,” management presentations or in any other form in expectation of or negotiation of this Agreement, the Transaction and the other transactions contemplated hereby. Purchaser acknowledges that, should the Closing occur, Purchaser shall acquire the Purchased Assets Equity Interests and the Assumed Liabilities assets of the Company Group without any representation or warranty, express or implied, warranty as to merchantability, satisfactory quality merchantability or fitness thereof for any particular 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 contained in this Article III or in any certificate delivered by and the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationother Transaction Documents, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanySeller, the Company subsidiaries other Seller Entities or any of their respective Affiliates, Representatives or any other Person on behalf of the Company makes, makes any express or has made, any implied representation or warranty relating with respect to itself Seller, the other Seller Entities or any of their respective Subsidiaries or Affiliates, the Purchased Assets, the Business or with respect to any other information provided, or made available, to Purchaser or any of its business Affiliates or otherwise, Representatives in connection with the Transaction and the other transactions contemplated by this Agreement or the other Transaction Documents. Neither Seller nor any of its Affiliates, Representatives or any other Person has made any express or implied representation or warranty with respect to the prospects of the Business or its profitability for Purchaser, or with respect to any forecasts, projections or business plans or other information (including any Confidential Information (as defined in the Seller Confidentiality Agreement)) delivered to Purchaser or any of its Affiliates or Representatives in connection with Purchaser’s review of the Business 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 for the representations and warranties contained in this Article III and the other Transaction Documents, none of Seller, the other Seller Entities or any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Purchaser or any of its Affiliates or Representatives or any other Person resulting from the sale and purchase of the Purchased Assets or the Business or Purchaser’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material (including any Confidential Information (as defined in the Seller Confidentiality Agreement)) made available to Purchaser, its Affiliates or Representatives in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Seller, the other Seller Entities or any of their respective Affiliates or Representatives, or Purchaser or its Affiliates or Representatives with respect to the transactions contemplated by this AgreementAgreement or the other Transaction Documents. Each of Seller and the other Seller Entities and their respective Affiliates disclaims any and all representations and warranties, and Parent and Purchaser Sub are not relying on any representation whether express or warranty of any Person implied, except for those expressly set forth the representations and warranties contained in this AgreementArticle III or in the other Transaction Documents. Notwithstanding anything in this Agreement to the contrary, (y) no person has been authorized by the Companynone of Seller, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub Seller Entities or any of their Representatives, including respective Affiliates makes any materials express or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any implied representation or warranty, express warranty with respect to the Excluded Assets or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisthe Retained Liabilities.

No Other Representations or Warranties. Except (a) Parent and Merger Sub acknowledge and agree that, except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationIII, projections, estimates, budgets or other information), each of Parent and Purchaser Merger Sub acknowledges that (x) have not relied on and none of the Company, the Company subsidiaries its Subsidiaries or any other Person on behalf of the Company makes, their respective affiliates or Representatives makes or has made, made any representation or warranty relating to itself warranty, either express or implied, whether written or oral, concerning the Company, its business Subsidiaries or any of their respective affiliates or any of their respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business Agreement or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) respect to any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives provide by or on behalf of the Company. Each , its Subsidiaries or any of their respective affiliates or Representatives. (b) In connection with the due diligence investigation of the Company by Parent and Purchaser Merger Sub acknowledges and agrees thattheir respective Representatives, except Parent and Merger Sub and their respective Representatives have received and may continue to receive after the date hereof from the Company and its affiliates, shareholders, directors, officers, employees, agents, representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as expressly set forth well as certain business plan information, regarding the Company and its business and operations. Parent and Merger Sub hereby acknowledge and agree (a) that there are uncertainties inherent in this Agreementattempting to make such estimates, Purchaser Sub shall acquire projections, forecasts and other forward-looking statements, as well as business plans (b) to take full responsibility for making their own evaluation of the Purchased Assets adequacy and accuracy of all estimates, projections, forecasts and other forward-looking statements, as well as such business plans, so furnished to them (including the Assumed Liabilities without reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans), and (c) that none of the Company or any of its Subsidiaries, nor any of their respective affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, nor any other person, has made or is making any express or implied representation or warrantywarranty with respect to such estimates, express projections, forecasts, forward-looking statements or impliedbusiness plans (including the reasonableness of the assumptions underlying such estimates, as to merchantabilityprojections, satisfactory quality forecasts, forward-looking statements or fitness for any particular purpose, in “as is” condition and on a “where is” basisbusiness plans).

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III IV, neither Sirius nor any of its Affiliates nor any Person acting on any of their behalf makes any other express or in any certificate delivered by the Company implied representations or warranties with respect to Parent (a) Sirius or Purchaser Sub any of its Subsidiaries, any of their businesses, operations, assets, liabilities, condition (and notwithstanding the delivery financial or disclosure otherwise) or prospects or any other matter relating to Parent Sirius or its Representatives Subsidiaries or (b) the accuracy or completeness of any documentation, forecasts, projections, estimates, budgets estimates or other information)information provided by Sirius, each any Affiliate of Parent Sirius or any Person acting on any of their behalf to Easterly, any Affiliate of Easterly or any Person acting on any of their behalf. Notwithstanding anything to the contrary in this Agreement or the other Ancillary Agreements, Easterly acknowledges and Purchaser Sub acknowledges agrees that (x) none of the Company, the Company subsidiaries Sirius or any other Person on behalf of the Company makes, or has made, its Affiliates makes any representation or warranty relating to itself (express or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreementimplied), and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth nothing contained in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries Ancillary Agreements or any other Person on behalf of agreement, document or instrument to be delivered in connection with the Company Transactions is intended or shall be construed to make any be a representation or warranty relating to itself (express or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (zimplied) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub of Sirius or any of their Representativesits Affiliates, including any materials with respect to: (i) the adequacy or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation sufficiency of the conditionreserves of Sirius or its Subsidiaries; (ii) the effect of the adequacy or sufficiency of the reserves of Sirius or its Subsidiaries on any “line item” or asset, operations and liability or equity amount; or (iii) the future experience or profitability arising from the business of Sirius or its Subsidiaries or that the Company and reserves of Sirius or its Subsidiaries have been or will be adequate or sufficient for the purposes for which they were established or that the reinsurance recoverables taken into account in making its determination to proceed with determining the transactions contemplated by this Agreement, each amount of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basissuch reserves will be collectible.

No Other Representations or Warranties. Except for the representations and warranties contained expressly set forth in this Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation4, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanyBRF, the Company subsidiaries Merger Sub or any of their Affiliates nor any other Person on behalf of the Company makesany of them is making or has made any express or implied representation or warranties of any kind or nature whatsoever, including with respect to BRF, its Subsidiaries or their respective businesses or with respect to any other information provided, or has mademade available, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries Subsidiaries or any of their respective Representatives or Affiliates in connection with the Transactions, including the accuracy or completeness thereof, and BRF and Merger Sub hereby expressly disclaim any such other Person representations or warranties. BRF 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 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 the Company to make or any representation or warranty relating to itself or its business or otherwise in connection with this Agreementof the Company Subsidiaries, and if madetheir businesses, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entityoperations, and (z) any estimateassets, projection, prediction, dataliabilities, financial informationcondition, memorandumresults of operations, presentation 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 any of the Company Subsidiaries or any other materials matter furnished or information provided to BRF or addressed to Parent, Purchaser Merger Sub or any of Made Available to BRF, Merger Sub or their Representatives, including any materials or information made available to Parent and/or its Representatives in any management presentations or in any other form in expectation of, or in connection with presentations by with, this Agreement or the Company’s management, Transactions. BRF and Merger Sub are not relying and shall not be deemed to be specifically disclaim that they are relying upon or include 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 have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Each of Parent BRF and Purchaser Merger Sub acknowledges that it has conducted, to its satisfaction, its have conducted their own independent investigation of the condition, operations and business of the Company and in making its determination Subsidiaries and the Transactions and have had an opportunity to proceed discuss and ask questions regarding the Company’s and its Subsidiaries’ businesses with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf management of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.

No Other Representations or Warranties. Except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each Each of Parent and Purchaser Merger Sub has conducted its own independent review and analysis of the business, operations, assets, Company Intellectual Property, technology, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and each of them acknowledges that it and its respective Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company and its Subsidiaries that it and its respective Representatives have requested to review, and that it and its Representatives have had the opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiaries. Each of Parent and Merger Sub acknowledges that (x) none of the Company, neither the Company subsidiaries or nor any other Person on behalf of the Company makes, and none of Parent or Merger Sub has maderelied upon, any express or implied representation or warranty relating with respect to itself the Company or any of its business Subsidiaries or otherwise, with respect to any other information provided to Parent or Merger Sub in connection with this Agreement or the transactions contemplated by this Agreement, hereby including the accuracy or completeness thereof other than the representations and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth warranties contained in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warrantiesArticle IV. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Merger Sub acknowledges and agrees thatthat neither the Company nor its Subsidiaries nor any other Person (including any officer, except as expressly set forth director, member or partner of the Company or any of its Subsidiaries or any of their respective Affiliates) will have or be subject to any liability to Parent, Merger Sub or any other Person, resulting from Parent’s or Merger Sub’s use of any information, documents or material made available to Parent, Merger Sub or their Representatives in this Agreementany “data rooms,” management presentations, Purchaser Sub shall acquire due diligence or in any other form in expectation of the Purchased Assets and Offer, the Assumed Liabilities without Merger or any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisof the other transactions contemplated hereby.

No Other Representations or Warranties. Except (a) Buyer acknowledges that, except for the representations and warranties contained in Article III 5, neither Seller nor any other Person on behalf of Seller makes in this Agreement, or has made verbally or in writing in any certificate delivered other instrument or document other than the Agreement, any express or implied representation or warranty with respect to Seller or any of the Acquired Assets (including representations and warranties as to title to or the 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 provided by or on behalf of Seller to Buyer. Buyer’s acceptance of the Company Deed pursuant to Parent Article 4 of this Agreement shall constitute Buyer’s acknowledgement and agreement (i) that neither Seller nor any Person on behalf of Seller has made any written or Purchaser Sub (and notwithstanding the delivery verbal warranty or disclosure to Parent or its Representatives representation of any documentationkind with respect to the Acquired Assets, projections, estimates, budgets Assumed Liabilities or other information), each of Parent and Purchaser Sub acknowledges Excluded Liabilities; (ii) that (x) none of the Company, the Company subsidiaries Buyer has not relied upon any written or verbal representation or warranty made by Seller or any other Person on behalf of Seller with respect to the Company makesAcquired Assets, Assumed Liabilities or Excluded Liabilities; (iii) that Buyer has madehad such opportunity as it considers adequate to inspect and examine the Facility and other Acquired Assets, any 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 Closing (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. (b) In connection with investigation by Buyer, Buyer has received or may receive from Seller certain projections, forward-looking statements and other forecasts 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 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, forecasts or plans), and that Buyer shall have no claim against anyone with respect thereto. Accordingly, Buyer acknowledges that Seller make no representation or warranty relating with respect to itself such estimates, projections, forecasts or its business or otherwise, in connection with this Agreement or plans (including the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf reasonableness of the Company to make any representation assumptions underlying such estimates, projections, forecasts or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisplans).

No Other Representations or Warranties. (a) Except for the representations and warranties contained in Article III or in any certificate delivered made by the Company in this Article III, neither the Company nor any other Person makes any other express or implied representation or warranty with respect to Parent the Company or Purchaser Sub any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (and financial or otherwise) or prospects, notwithstanding the delivery or disclosure to Parent Parent, Holdco, Merger Sub or its any of their respective Representatives or Affiliates of any documentation, projections, estimates, budgets forecasts or other information)information with respect to any one or more of the foregoing, and each of Parent Parent, Holdco and Purchaser Merger Sub acknowledges that acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties made by the Company in this Article III, neither the Company nor any other Person makes or has made any express or implied representation or warranty to Parent, Holdco, Merger Sub or any of their respective Representatives or Affiliates with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, (ii) any judgment based on actuarial principles, practices or analyses by any Person or as to the future satisfaction or outcome of any assumption, (iii) whether (x) none reserves for losses (including incurred but not reported losses, loss adjustment expenses whether allocated or unallocated, unearned premium or uncollectible reinsurance) (A) will be sufficient or adequate for the purposes for which they were established or (B) may not develop adversely or (y) the reinsurance recoverables taken into account in determining the amount of such reserves for losses will be collectible, or (iv) any oral or written information presented to Parent, Holdco, Merger Sub or any of their respective Representatives or Affiliates in the course of their due diligence investigation of the Company, the Company subsidiaries or any other Person on behalf negotiation of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, course of the Transactions. (b) Except for the representations and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those warranties expressly set forth in this Agreement, (y) no person has been authorized by the CompanyArticle IV, the Company subsidiaries or hereby agrees and acknowledges that neither Parent, Holdco, Merger Sub nor any of their respective Subsidiaries, nor any other Person on behalf of Person, has made or is making, and the Company to make is not relying on, any other express or implied representation or warranty relating with respect to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of its Subsidiaries or their Representativesrespective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect to any materials or information made available to Parent and/or the Company or any of its Representatives in connection or Affiliates (including with presentations respect to any judgment based on actuarial principles, practices or analyses by any Person or as to the future satisfaction or outcome of any assumption) or any information developed by the Company’s management, are not and shall not be deemed to be Company or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results any of its own independent investigation and the terms of this Agreement and has not relied, directly Representatives or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisAffiliates.

No Other Representations or Warranties. Except for the representations and warranties Notwithstanding anything contained in Article III or in any certificate delivered by this Agreement to the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationcontrary, projections, estimates, budgets or other information), each of Parent and Purchaser Sub Buyer acknowledges that (x) none of the Companyneither Seller, the Company subsidiaries its Affiliates nor its or their representatives is making any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not reliedwarranties whatsoever, directly or indirectly, on express or implied, beyond those expressly given by Seller in Section 5.2, any materials Transaction Document or in any certificate or instrument delivered pursuant to this Agreement, including any representation or warranty regarding: the timing or substance of feedback from the FDA regarding any information made available submitted to Parent and/or its Representatives by or on behalf the FDA in respect of the Companydevelopment of the Compound or Purchased Product; the likelihood or timing of submitting an NDA for the Compound to the FDA, the acceptance by the FDA of such NDA for the Compound and/or the approval by the FDA of such NDA for the Compound; or the timing of any decision by the FDA. Each Any claims Buyer may have for breach of Parent representation or warranty shall be based solely on the representations and Purchaser Sub warranties of Seller set forth in Section 5.2, any Transaction Document or in any certificate or instrument delivered pursuant to this Agreement. Buyer acknowledges and agrees thatthat there are inherent uncertainties in attempting to make forward-looking estimates, except as expressly set forth in this Agreementprojections, Purchaser Sub shall acquire forecasts and/or predictions with respect to the Purchased Acquired Assets, including the development of the Acquired Assets after the Closing, and that Buyer takes full responsibility for making its own evaluation of the Assumed Liabilities without adequacy and accuracy of any such forward-looking estimates, projections, or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections, or forecasts). Buyer further ​ acknowledges that neither Seller nor any of its Affiliates, or its or their representatives, nor any other Person has made any representation or warranty, express or implied, as to merchantabilitythe accuracy or completeness of any information regarding Seller not expressly set forth in this Agreement, satisfactory quality any Transaction Document or fitness for in any particular purpose, in “as is” condition and on a “where is” basiscertificate or instrument delivered pursuant to this Agreement.

No Other Representations or Warranties. Except for (a) Each of the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub Starwood Waypoint Parties acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its the determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub it has relied solely on the results of its own independent investigation and the terms of this Agreement representations and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as warranties expressly set forth in this Agreement, Purchaser Sub shall acquire Article V. None of the Purchased Assets and the Assumed Liabilities without Invitation Homes Entities or their respective Affiliates or Representatives or any other Person makes any other express or implied representation or warranty, at law or in equity, with respect to the Invitation Homes Entities or any of their respective Affiliates or as to the accuracy or completeness of any information regarding their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects or any other information provided to the Starwood Waypoint Parties or their Affiliates or Representatives (any such information described in this Section 9.14(a), the “Invitation Homes Provided Information”), notwithstanding the delivery or disclosure to the Starwood Waypoint Parties or its Affiliates or Representatives of any documentation, estimates, projections, forecasts or other information by the Invitation Homes Parties or any of their respective Representatives or Affiliates with respect to any one or more of the foregoing, including any projections, forecasts or other 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 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 their respective Affiliates or Representatives shall have any liability to the 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 and whether by or through attempted piercing of the corporate veil) based upon any Invitation Homes Provided Information or statements (or any 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 the transactions contemplated by this Agreement. (b) Each of the Invitation Homes 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 set forth in Article IV. None of the Starwood Waypoint Entities or their respective Affiliates or Representatives or any other Person makes any other express or impliedimplied representation or warranty, at law or in equity, with respect to the Starwood Waypoint Entities or any of their respective Affiliates or as to merchantabilitythe accuracy or completeness of any information regarding their respective businesses, satisfactory quality operations, assets, liabilities, condition (financial or fitness for otherwise) or prospects or any particular purposeother information provided to the Invitation Homes Parties or their Affiliates or Representatives (any such information described in this Section 9.14(b), the “Starwood Waypoint Provided Information”), notwithstanding the delivery or disclosure to the Invitation Homes Parties or their Affiliates or Representatives of any documentation, estimates, projections, forecasts or other information by the Starwood Waypoint Parties or any of their respective Representatives or Affiliates with respect to any one or more of the foregoing, including any projections, forecasts or other 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 Starwood Waypoint Parties or any of their respective Representatives or Affiliates or the future business, operations or affairs of the Starwood Waypoint Parties or any of their respective Representatives or Affiliates heretofore or hereafter delivered to or made available to the Invitation Homes Parties or their 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 “as is” condition Article IV or any breach of any covenant or other agreement of the Starwood Waypoint Parties contained herein, none of the Starwood Waypoint Parties or any of their respective Affiliates or Representatives shall have any liability to Invitation Homes 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 and on a “where is” basiswhether by or through attempted piercing of the corporate veil) based upon any Starwood Waypoint Provided Information or statements (or any omissions therefrom) provided or made available by the Starwood Waypoint Parties or their Affiliates and Representatives to the Invitation Homes Parties or their Affiliates and Representatives in connection with the transactions contemplated by this Agreement.

No Other Representations or Warranties. Except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationthis Agreement, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or no Seller nor any other Person on behalf of the Company makes, makes any other express or has made, any implied representation or warranty relating (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or non-infringement) with respect to itself or its business or otherwiseSellers, in connection with this Agreement the Purchased Assets; the Assumed Liabilities or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on each Seller disclaims any representation other representations or warranty warranties, whether made by any Seller, any affiliate of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub Seller or any of their Representativesrespective officers, directors, employees, agents or representatives. Except for the representations and warranties contained herein, each Seller (i) expressly 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 (including any materials implied or expressed warranty of merchantability or fitness for a particular purpose, or non-infringement) and (ii) disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made available made, communicated, or furnished (orally or in writing) to Parent and/or Purchaser or its Representatives affiliates or representatives (including 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 its affiliates). Sellers make no representations or warranties to Purchaser regarding the probable success or profitability of the business or assets being acquired by Purchaser. Seller has specifically advised Purchaser that the Purchased Assets do not constitute all rights and assets required to publish the First Game and that those rights will need to be acquired from third parties. The disclosure of any matter or item in connection with presentations by the Company’s management, are not and any schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed or include representations or warrantiesis material. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the The Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as are being transferred to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and Purchaser on a “where is” and, as to condition, “ as is” basis, except as otherwise expressly set forth herein.

No Other Representations or Warranties. Except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationa) EXCEPT AS SET FORTH EXPRESSLY HEREIN, projectionsNEITHER PARENT NOR MERGER SUB IS MAKING ANY REPRESENTATION OR WARRANTY, estimatesEXPRESS OR IMPLIED, budgets or other information)OF ANY NATURE WHATSOEVER WITH RESPECT TO ITSELF; AND EACH OF PARENT AND MERGER SUB AND EACH OF THEIR REPRESENTATIVES HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY, each WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE CONSUMMATION OF THE CONTEMPLATED TRANSACTIONS HEREBY, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE COMPANY OR ANY OF ITS REPRESENTATIVES OR ANY OTHER PERSON OF ANY DOCUMENTATION OR OTHER INFORMATION BY PARENT, MERGER SUB OR ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING. (b) Each of Parent and Purchaser Merger Sub acknowledges that (x) none that, except as expressly set forth herein, the Company has not made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement Subsidiaries or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty none of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries its Subsidiaries or any other Person will have or be subject to any Liability to Parent, Merger Sub or any other Person resulting from the distribution to Parent, Merger Sub or its Representatives or Parent’s or Merger Sub’s use of any such information, including any confidential memoranda distributed on behalf of the Company to make any representation or warranty relating to itself the Company or its business Subsidiaries, other publications or otherwise in connection with this Agreementdata room information provided to Parent, and if made, such representation Merger Sub or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation their Representatives or any other materials document or information in any form provided or addressed to Parent, Purchaser Merger Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not sale of the Company and shall not be deemed to be or include representations or warrantiesthe transactions contemplated hereby. Each of Parent and Purchaser Merger Sub acknowledges that it has conducted, conducted to its satisfaction, satisfaction its own independent investigation of the condition, operations and business of the Company and Business and, in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf investigation. As of the Company. Each date hereof, neither Parent nor Merger Sub is aware of Parent and Purchaser Sub acknowledges and agrees thatany facts, except as expressly events or circumstances that would cause any of the representations or warranties of the Company set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without Article V hereof to be untrue or incorrect in any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisrespect.

No Other Representations or Warranties. Except for the (a) The representations and warranties contained in Article III V are in lieu of and are exclusive of all other representations and warranties by Seller, any of its Affiliates or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub Person. Buyer acknowledges that (x) none of Seller or any its Affiliates (including the Company, the Company subsidiaries Acquired Companies) or any other Person on behalf of the Company makes, or has made, made any representation or warranty relating warranty, expressed or implied, as to itself the accuracy or completeness of any information regarding any of Seller or any of its business or otherwiseAffiliates, in connection with this Agreement the Acquired Companies, the Business, the Shares or the transactions contemplated by this Agreementassets or liabilities of the Acquired Companies (including any confidential information memorandum, any supplemental data, any financial projections or forecasts related to any of the Acquired Companies or the Business and Parent and Purchaser Sub are not relying on any representation other information, document or warranty material made available or furnished to Buyer or any of its Representatives in any “data room”, management presentations or in any other form in anticipation of any Person except for those expressly set forth in this Agreement, (yof the Transactions) no person has been authorized by the Company, the Company subsidiaries and none of Seller or any of its Affiliates or any other Person on behalf will have or be subject to any Liability to Buyer, any of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation Representatives or any other materials or information provided or addressed Person resulting from the distribution to Parent, Purchaser Sub Buyer or any of their its Representatives, including or Buyer’s or any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms Representatives’ use, of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Companysuch information. Each of Parent and Purchaser Sub Buyer further acknowledges and agrees that, except as expressly set forth in this AgreementArticle V, Purchaser Sub there are no representations or warranties of any kind, expressed or implied, with respect to Seller or any of its Affiliates, the Acquired Companies, the Business, the Shares, the assets or liabilities of the Acquired Companies or any other matter. (b) With respect to any projection or forecast delivered by or on behalf of Seller, any of its Affiliates (including the Acquired Companies) or any of their respective Representatives to Buyer or any of its Representatives, Buyer acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) Buyer is familiar with such uncertainties, (iii) Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts so delivered, and (iv) none of Buyer or its Representatives or any other Person shall acquire the Purchased Assets have any claim against Seller, any of its Affiliates, any of their respective Representatives or any other Person with respect thereto. (c) The representations and the Assumed Liabilities without warranties contained in Article VI are in lieu of and are exclusive of all other representations and warranties by Buyer, any of its Affiliates or any other Person. Seller acknowledges that none of Buyer or any its Affiliates or any other Person has made any representation or warranty, express expressed or implied, as to merchantabilitythe accuracy or completeness of any information regarding any of Buyer or any of its Affiliates, satisfactory quality Buyer’s business, or fitness for the assets or liabilities of Buyer (including any particular purposeconfidential information memorandum, any supplemental data, any financial projections or forecasts related to Buyer and any other information, document or material made available or furnished to Seller or any of its in “anticipation of any of the Transactions) and none of Buyer or any of its Affiliates or any other Person will have or be subject to any Liability to Seller, any of its Representatives or any other Person resulting from the distribution to Seller or any of its Representatives, or Seller’s or any of its Representatives’ use, of any such information. Seller further acknowledges that, except as is” condition and on a “where is” basisexpressly set forth in Article VI, there are no representations or warranties of any kind, expressed or implied, with respect to Buyer or any of its Affiliates, Buyer’s business, the assets or liabilities of Buyer or any other matter.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationARTICLE 4, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or neither SFEG nor any other Person makes, and SFEG disclaims, any other representations or warranties (whether express or implied) on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, SFEG Affiliate in connection with this Agreement or the transactions contemplated Transactions. SFEG disclaims all liability or responsibility for any other statement or information made or communicated (orally or in writing) to Merger Sub, IGS, their Affiliates or any stockholder, officer, director, employee, representative, consultant, attorney, agent, lender, or other advisor of Merger Sub, IGS or their Affiliates (including any opinion, information, or advice that might have been provided to any such person by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty representative of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries SFEG or any other Person or contained in the files or records of SFEG), wherever and however made, including any projections, forecasts, or other estimates, plans or budgets of future revenues, expenses or expenditures, and results of operations. (b) Except for the representations and warranties contained in ARTICLE 5, neither IGS, Merger Sub, nor any other Person makes, and IGS and Merger Sub disclaims, any other representations or warranties (whether express or implied) on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise IGS Affiliate in connection with this AgreementAgreement or the Transactions. IGS and Merger Sub disclaims all liability or responsibility for any other statement or information made or communicated (orally or in writing) to SFEG, and if madeany SFEG Affiliate, such representation or warranty shall not be relied upon by Parent any stockholder, officer, director, employee, representative, consultant, attorney, agent, lender, or Purchaser Sub as having been authorized by such entityother advisor of SFEG or any SFEG Affiliate (including any opinion, and (z) any estimate, projection, prediction, data, financial information, memorandumor advice that might have been provided to any such person by any representative of IGS, presentation Merger Sub, or any other materials Person or information provided contained in the files or addressed to Parentrecords of IGS or Merger Sub), Purchaser Sub or any of their Representativeswherever and however made, including any materials projections, forecasts, or information made available to Parent and/or its Representatives in connection with presentations by the Company’s managementother estimates, are not plans or budgets of future revenues, expenses or expenditures, and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and operations. [Signatures on following page.] The following terms have the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.following definitions:

No Other Representations or Warranties. Except No Reliance. Purchaser (on behalf of itself, the Equity Investors and their respective Affiliates and Representatives) acknowledges and agrees that except for the representations and warranties of Seller contained in Article III or in any (and the certificate delivered by the Company pursuant to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other informationSection 8.2(c)), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanySeller, the Company subsidiaries any of its Affiliates or any other Person on behalf of the Company Seller or any such Affiliate has made or makes, or has madeand Purchaser, the Equity Investors and their respective Affiliates and Representatives have not relied upon, any representation or warranty relating warranty, whether express or implied, with respect to itself the Business, Seller, the Transferred Entities or its business any of their Affiliates, or otherwisetheir respective businesses, in connection affairs, 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 with this Agreement respect to the accuracy or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty completeness of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Companyother information provided or made available to Purchaser, the Company subsidiaries Equity Investors or their respective Affiliates or Representatives by or on behalf of Seller or any of its Affiliates. Purchaser (on behalf of itself, the Equity Investors and their respective Affiliates and Representatives) further acknowledges and agrees that none of Seller, any of its Affiliates or any other Person on behalf of the Company to make Seller or any representation such Affiliate has made or warranty relating to itself or its business or otherwise in connection with this Agreementmakes, and if madePurchaser, such representation or warranty shall the Equity Investors and their respective Affiliates and Representatives have not be relied upon by Parent or Purchaser Sub as having been authorized by such entityupon, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, whether express or implied, as with respect to merchantabilityany projections, satisfactory quality forecasts or fitness for estimates made available to Purchaser, the Equity Investors or their respective Affiliates or Representatives of future revenues, expenses, generating capacity, results of operations, cash flows, financial condition (or any particular purposecomponent of any of the foregoing) of Seller or any of its Affiliates or the Business. Purchaser (on behalf of itself, in “as is” condition the Equity Investors and their respective Affiliates and Representatives) further acknowledges and agrees that none of Seller, any of its Affiliates or any other Person on a “where is” basisbehalf of Seller or any such Affiliate has made or makes, and Purchaser, the Equity Investors and their respective Affiliates and Representatives have not relied upon, any representation or warranty, whether express or implied, with respect to the Excluded Assets or the Excluded Liabilities.

No Other Representations or Warranties. Except for Seller acknowledges and agrees with the representations and warranties contained matters set forth in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives Section 4.9. None of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanySeller, the Company subsidiaries Seller Entities, any of their respective Affiliates or any other Person on behalf of the Company makes, or has made, made any representation or warranty relating warranty, expressed or implied, as to itself the Purchased Assets, the Assumed Liabilities, the Business, the Purchased Companies, their financial condition, results of operations, future operating or its business financial results, estimates, projections, forecasts, plans or otherwiseprospects (including the reasonableness of the assumptions underlying such estimates, in connection with this Agreement projections, forecasts, plans or prospects) or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation accuracy or warranty completeness of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by information regarding the CompanyPurchased Assets, the Company subsidiaries Assumed Liabilities, the Business or any other Person on behalf of the Company to make any representation Purchased Companies furnished or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or Purchaser and its Representatives in connection with presentations by the Company’s management, are not Affiliates and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees thatRepresentatives, except as expressly set forth in this Article III or in any other Transaction Document, and (b) none of Seller, the Seller Entities, any of their respective Affiliates or any other Person shall have or be subject to any Liability to Purchaser or any of its Affiliates or Representatives resulting from the distribution to Purchaser or its Affiliates or Representatives of, or Purchaser’s or its Affiliates’ or Representatives’ use of, any such information, including any information, documents or material made available to Purchaser or its Affiliates or Representatives in any “data rooms,” management presentations or in any other form in expectation of or negotiation of this Agreement, the Transaction and the other transactions contemplated hereby. Purchaser Sub acknowledges that, should the Closing occur, Purchaser shall acquire the Purchased Assets (including the Purchased Entity Shares and the Purchased Venture Interests) and the Business and assume the Assumed Liabilities Liabilities, in each case, without any representation or warranty, express or implied, warranty as to merchantability, satisfactory quality merchantability or fitness thereof for any particular purposepurpose or any other express or implied representation or warranty, in an “as is” condition and on a “where is” basis, except as otherwise expressly set forth in this Article III or in any other Transaction Document. ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, NOT SET FORTH IN THIS ARTICLE III OR IN ANY OTHER TRANSACTION DOCUMENT IS HEREBY EXPRESSLY DISCLAIMED BY PURCHASER.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III or in V, no Buyer Party nor any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives other Person, including any Affiliate of any documentationBuyer Party, projections, estimates, budgets makes or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or has made any other Person on behalf of the Company makes, express or has made, any implied representation or warranty relating with respect to itself the Buyer Parties or its business or otherwise, in connection with this Agreement or respect to any other information provided to the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the CompanyPartnership Parties, the Company subsidiaries Board, the Conflicts Committee or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise their respective Representatives in connection with this Agreement, and if madethe other Transaction Documents or the transactions contemplated hereby or thereby, such representation including the Transactions. Without limiting the generality of the foregoing, except to the extent required otherwise by applicable Law, neither the Buyer Parties nor any other Person will have or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entitysubject to, and (z) each Buyer Party disclaims, any estimate, projection, prediction, data, financial information, memorandum, presentation Liability or other obligation to the Partnership Parties or any other materials Person resulting from the distribution or information provided communication to the Partnership Parties, the Board or addressed to Parentthe Conflicts Committee (including their respective Representatives) of, Purchaser Sub or the Partnership’s or the Partnership GP’s (or such Representatives’) use of, any of their Representativessuch information, including any information, documents, projections, forecasts or other materials made available, distributed or information made available communicated to Parent and/or its the Partnership Parties, the Board, the Conflicts Committee or their respective Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this AgreementAgreement or the other Transaction Documents, each unless any such information is the subject of Parent an express representation or warranty set forth in this Article V. The Buyer Parties acknowledge and Purchaser Sub agree that, except for the representations and warranties contained in Article IV, the Buyer Parties have not relied on, and none of the Partnership Parties or any of their respective Affiliates or Representatives has relied solely on made, any representation, warranty or statement, including as to the accuracy or completeness thereof, either express or implied, whether written or oral, concerning the Partnership Entities or any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, results of its own independent investigation and operations, condition (financial or otherwise) or prospects, the terms of transactions contemplated by this Agreement and has not relied, directly the other Transaction Documents or indirectly, on any materials or otherwise with respect to information made available to Parent and/or its Representatives provided by or on behalf of the Company. Each Partnership Parties or any of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation their respective Affiliates or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisRepresentatives.

No Other Representations or Warranties. Except Parent, MergerCo 1 and MergerCo 2 hereby acknowledge and agree that, except for the representations and warranties contained made by the Paired Entities in Article III V, none of Parent, MergerCo 1 or in MergerCo 2 has been induced by or relied upon any certificate delivered representations, warranties or statements, whether express or implied, made by the Company to Parent Paired Entities or Purchaser Sub (the Paired Entities Subsidiaries or any of their respective affiliates, stockholders or Representatives or any other person, whether or not any such representations, warranties or statements were made in writing or orally. Each of Parent, MergerCo 1 and notwithstanding MergerCo 2 hereby acknowledge and agree that, except for the delivery or disclosure to Parent or its Representatives of any documentationrepresentations and warranties made by the Paired Entities in Article V, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanyPaired Entities or the Paired Entities Subsidiaries or any of their respective affiliates, stockholders or Representatives, has made or is making any express or implied representation or warranty with respect to the Company subsidiaries Paired Entities or the Paired Entities Subsidiaries or their respective businesses or operations, including with respect to any information provided or made available to Parent, MergerCo 1, MergerCo 2 or any of their respective affiliates, stockholders or Representatives, or any other Person person acting on behalf of the Company makestheir behalf, or has madeor, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those as otherwise expressly set forth in this Agreement, (y) no person had or has been authorized by the Companyany duty or obligation to provide any information to Parent, the Company subsidiaries MergerCo 1 or MergerCo 2 or any of their respective affiliates, stockholders or Representatives, or any other Person person acting on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise their behalf, in connection with this Agreement, the transactions contemplated hereby or otherwise. In connection with the due diligence investigation of the Paired Entities and if madethe Paired Entities Subsidiaries by Parent, MergerCo 1, MergerCo 2 and their respective affiliates, stockholders and Representatives, Parent, MergerCo 1, MergerCo 2 and their respective affiliates, stockholders and Representatives have received and may continue to receive after the date hereof from the Paired Entities, the Paired Entities Subsidiaries and their affiliates, stockholders and Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Paired Entities, the Paired Entities Subsidiaries and their businesses and operations. Without limiting the representations and warranties made by the Paired Entities in Article V, Parent, MergerCo 1 and MergerCo 2 hereby acknowledge and agree that there are uncertainties inherent in attempting to make such representation or warranty shall not be relied upon by Parent or Purchaser Sub estimates, projections, forecasts and other forward-looking statements, as having been authorized by well as in such entitybusiness plans, with which Parent, MergerCo 1 and MergerCo 2 are familiar, and (z) any estimatethat Parent, projectionMergerCo 1 and MergerCo 2 are taking responsibility for making their own evaluation of the adequacy and accuracy of all estimates, predictionprojections, data, financial forecasts and other forward-looking information, memorandumas well as such business plans, presentation so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or any other materials or information provided or addressed to business plans). Accordingly, Parent, Purchaser Sub MergerCo 1 and MergerCo 2 hereby acknowledge and agree that none of the Paired Entities or the Paired Entities Subsidiaries, or any of their respective affiliates, stockholders or Representatives, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation reasonableness of the conditionassumptions underlying such estimates, operations projections, forecasts, forward-looking statements or business plans), in each case, other than the express representations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly warranties set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.Article V.

No Other Representations or Warranties. Except for the representations Purchaser represents, warrants and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges agrees that (xi) none as of the Companyexpiration of the Due Diligence Period Purchaser shall have examined the Property and be familiar with the physical condition thereof and shall have conducted such investigation of the affairs of the Property as Purchaser has considered appropriate, (ii) neither Seller nor any of the employees, agents or attorneys of Seller have made any verbal or written representations, warranties, promises or guaranties whatsoever to Purchaser, whether express or implied, and, in particular, that no such representations, warranties, promises or guaranties have been made with respect to the physical condition or operation of the Property, the Company subsidiaries 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, 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 on behalf of matter or thing affecting or related to the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement Property or the transactions contemplated by this Agreementhereby, except as, and Parent solely to the extent, herein specifically set forth, and (iii) Purchaser Sub are has not relying on relied upon any representation such representations, warranties, promises or warranty of any Person except for guaranties (other than those expressly set forth in this Agreement, (y) no person or upon any statements made in any informational brochure with respect to the Property and has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with entered into this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges Agreement knowing that it has conducted, to its satisfaction, must rely solely on its own independent investigation investigation, inspection, analysis, appraisal, examination and evaluation of the conditionfacts and circumstances. ` TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this AgreementAND EXCEPT FOR SELLER'S REPRESENTATIONS AND WARRANTIES IN SECTION 6(a), each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not reliedOR CONTAINED IN ANY OF TITLE CLOSING DOCUMENTS REQUIRED TO BE DELIVERED BY SELLER AT THE CLOSING PURSUANT TO THIS AGREEMENT (COLLECTIVELY, directly or indirectly"SELLER'S WARRANTIES"), on any materials or information made available to Parent and/or its Representatives by or on behalf of the CompanyTHIS SALE IS MADE AND WILL BE MADE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND (WHETHER EXPRESS, IMPLIED, OR, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STATUTORY) BY SELLER. Each of Parent and Purchaser Sub acknowledges and agrees thatAS A MATERIAL PART OF THE CONSIDERATION OF THIS AGREEMENT, except as expressly set forth in this AgreementBUT WITHOUT LIMITING SELLER'S OBLIGATION TO ACHIEVE FINAL COMPLETION OF THE SELLER'S WORK IN ACCORDANCE WITH EXHIBIT B OR THE SATISFACTION OF THE PURCHASER'S CONDITIONS SET FORTH IN SECTION 5(a) OR SELLER'S OBLIGATIONS UNDER SECTION 10, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warrantyPURCHASER AGREES TO ACCEPT THE PROPERTY ON AN "AS IS" AND "WHERE IS" BASIS, express or impliedWITH ALL FAULTS, as to merchantabilityAND WITHOUT ANY REPRESENTATION OR WARRANTY BY SELLER OR ANYONE ACTING OR CLAIMING TO ACT BY, satisfactory quality or fitness for any particular purposeTHROUGH OR UNDER OR ON SELLER'S BEHALF, in “as is” condition and on a “where is” basisALL OF WHICH SELLER HEREBY DISCLAIMS, EXCEPT FOR SELLER'S WARRANTIES. EXCEPT FOR SELLER'S WARRANTIES, NO WARRANTY OR REPRESENTATION IS MADE BY SELLER AS TO FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, QUALITY, CONDITION, OPERATION OR INCOME, COMPLIANCE WITH DRAWINGS OR SPECIFICATIONS, ABSENCE OF DEFECTS, ABSENCE OF HAZARDOUS OR TOXIC SUBSTANCES, ABSENCE OF FAULTS, FLOODING OR COMPLIANCE WITH LAWS AND REGULATIONS INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO HEALTH, SAFETY AND THE ENVIRONMENT (INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITY ACT AND COMPARABLE STATE LAWS). PURCHASER ACKNOWLEDGES THAT PURCHASER HAS ENTERED INTO THIS AGREEMENT WITH THE INTENTION OF MAKING AND RELYING UPON ITS OWN INVESTIGATION OF THE PHYSICAL, ENVIRONMENTAL, ECONOMIC USE, COMPLIANCE AND LEGAL CONDITION OF THE PROPERTY, SELLER'S WARRANTIES AND THE COVENANTS TO BE PERFORMED BY SELLER PRIOR TO THE CLOSING AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND THAT PURCHASER IS NOT NOW RELYING, AND WILL NOT LATER RELY, UPON ANY REPRESENTATIONS AND WARRANTIES MADE BY SELLER OR ANYONE ACTING OR CLAIMING TO ACT, BY, THROUGH OR UNDER OR ON SELLER'S BEHALF CONCERNING THE PROPERTY, EXCEPT FOR SELLER'S WARRANTIES AND THE CLOSING DOCUMENTS REQUIRED TO BE DELIVERED BY SELLER AT THE CLOSING PURSUANT TO THIS AGREEMENT. ADDITIONALLY, PURCHASER AND SELLER HEREBY AGREE THAT EXCEPT FOR SELLER'S WARRANTIES, THE COVENANTS TO BE PERFORMED BY SELLER PRIOR TO THE CLOSING AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SATISFACTION OF THE PURCHASER'S CONDITIONS TO THE CLOSING SET FORTH IN SECTION 5(a), (1) PURCHASER IS TAKING THE PROPERTY "AS IS" WITH ALL LATENT AND PATENT DEFECTS AND THERE IS NO WARRANTY BY SELLER THAT THE PROPERTY IS FIT FOR A PARTICULAR PURPOSE, (2) PURCHASER IS SOLELY RELYING UPON ITS EXAMINATION OF THE PROPERTY, AND (3) PURCHASER TAKES THE PROPERTY UNDER THIS AGREEMENT UNDER THE EXPRESS UNDERSTANDING THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES BY SELLER OR ANYONE ACTING OR CLAIMING TO ACT BY, THROUGH OR UNDER OR ON SELLER'S BEHALF. FOR PURPOSES OF THIS PARAGRAPH, THE CONSTRUCTION, DESIGN AND ENGINEERING PROFESSIONALS PERFORMING THE SELLER'S WORK SHALL NOT BE DEEMED TO BE ACTING OR CLAIMING TO ACT BY, THROUGH OR UNDER OR ON SELLER'S BEHALF WITH RESPECT TO THE FOLLOWING, PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SET FORTH IN THE SELLER WARRANTIES, SELLER SHALL NOT HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY OF ANY KIND AND THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. A. THE CONTENT OR ACCURACY OF ANY REPORT, STUDY, OPINION OR CONCLUSION OF ANY SOILS, TOXIC, ENVIRONMENTAL OR OTHER ENGINEER OR OTHER PERSON OR ENTITY WHO HAS EXAMINED THE PROPERTY OR ANY ASPECT THEREOF; B. THE CONTENT OR ACCURACY OF ANY OF THE ITEMS (INCLUDING, WITHOUT LIMITATION, THE PROPERTY INFORMATION) DELIVERED TO PURCHASER PURSUANT TO PURCHASER'S REVIEW OF THE CONDITION OF THE PROPERTY; OR C. THE CONTENT OR ACCURACY OF ANY PROJECTION, FINANCIAL OR MARKETING ANALYSIS OR OTHER INFORMATION GIVEN TO PURCHASER BY SELLER OR REVIEWED BY PURCHASER WITH RESPECT TO THE PROPERTY. D. PURCHASER HAS RECEIVED THE ADVICE OF SOPHISTICATED REAL ESTATE PROFESSIONALS IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND IS, OR AS OF THE CLOSING, WILL BE, FAMILIAR WITH THE PROPERTY AND ITS SUITABILITY FOR PURCHASER'S INTENDED USE. THE PROVISIONS OF THIS SECTION 6(f) SHALL SURVIVE INDEFINITELY ANY CLOSING OR TERMINATION OF THIS AGREEMENT AND SHALL NOT BE MERGED INTO THE DOCUMENTS EXECUTED AT THE CLOSING.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III V, neither Purchaser nor any of its Affiliates makes any express or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any implied representation or warranty relating with respect to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representativesits Subsidiaries or Affiliates, including the Share Consideration or with respect to any materials other information provided, or information made available available, to Seller Parent and/or or any of its Affiliates or Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and hereby. Neither Purchaser Sub has relied solely on the results nor any of its own independent investigation and the terms of this Agreement and Affiliates has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantabilitythe prospects of the business of Purchaser or its Subsidiary or its profitability for Seller Parent, satisfactory quality or fitness with respect to any forecasts, projections or business plans prepared by or on behalf of Purchaser and delivered to Seller Parent in connection with Seller Parent’s review with respect to the Share Consideration and the negotiation and execution of this Agreement. Neither Purchaser nor any other Person will have, or be subject to, any liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from the issuance of the Share Consideration to Seller Parent or Seller Parent’s use of, or the use by any of its Affiliates or Representatives of any information, including information, documents, projections, forecasts or other material made available to Seller Parent, its Affiliates or any of their respective Representatives in a virtual data room, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser or its Affiliates, unless any such information is expressly and specifically included in a representation or warranty contained in this Article V. Each of Purchaser and its Affiliates disclaims any and all other representations and warranties, whether express or implied. None of the foregoing in this Section 5.20 shall in any event be deemed to relieve any Party from Liability for any particular purpose, in “as is” condition and on a “where is” basisfraud.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III or (as qualified by the Disclosure Letter and in any accordance with the express terms and conditions (including limitations and exclusions) of this Agreement), the certificate delivered by the Company pursuant to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other informationSection 2.3(a)(xiv), each of Parent or the other Transaction Agreements (the “Express Seller Representations”) (it being understood that Purchaser and the Purchaser Sub Group have relied only on such Express Seller Representations and warranties), Purchaser acknowledges that (x) none and agrees, on its own behalf and on behalf of the CompanyPurchaser Group, the Company subsidiaries or that no Seller nor any other Person on behalf of the Company any Seller makes, and neither Purchaser nor any member of the Purchaser Group has relied on, is relying on, or has made, will rely on the accuracy or completeness of any express or implied representation or warranty relating with respect to itself any Seller, the Acquired Entities, the Business or its business or otherwiseany of their other businesses, in connection with this Agreement the other Acquired Assets, or the transactions contemplated by this AgreementAssumed Liabilities or with respect to any information, and Parent and Purchaser Sub are not relying on any representation statements, disclosures, documents, projections, forecasts or warranty other material of any nature made available or provided by any Person except for those expressly set forth (including in this Agreement, any presentations or other materials prepared by Company Advisors) (ythe “Information Presentation”) no person has been authorized or in that certain “Project Party” datasite administered by Intralinks (the Company, the Company subsidiaries “Dataroom”) or elsewhere to Purchaser or any other Person of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors on behalf of the Company Advisors. Without limiting the foregoing, no Seller or any of its Advisors nor any other Person will have or be subject to make any representation Liability whatsoever to Purchaser, or warranty relating any other Person, resulting from the distribution to itself Purchaser or any of its business 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 connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation expectation of the Transactions or any other materials or information provided or addressed discussions with respect to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisforegoing information.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article III or in any certificate delivered by IV, neither the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or nor any other Person or entity on behalf of the Company makes, Purchaser has made or has made, makes any representation or warranty relating warranty, whether express or implied, with respect to itself the Purchaser, their Affiliates or its business their respective businesses, affairs, assets, Liabilities, financial condition, results of operations, future operating or otherwisefinancial results, in connection estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with this Agreement respect to the accuracy or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty completeness of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed made available to Parentthe Sellers, Purchaser Sub their Affiliates or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the CompanyPurchaser. Each Neither the Purchaser nor any other Person or entity on behalf of Parent the Purchaser has made or makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Sellers, their Affiliates or any of their representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of the Purchaser or its Affiliates, whether or not included in any management presentation. (b) The Purchaser, on behalf of itself and Purchaser Sub its Affiliates, acknowledges and agrees that, except as expressly set forth for the representations and warranties contained in this AgreementArticle III, Purchaser Sub shall acquire neither the Purchased Assets Sellers nor any other Person or entity on behalf of the Sellers have made or makes, and the Assumed Liabilities without Purchaser and its Affiliates have not relied upon, any representation or warranty, whether express or implied, as with respect to merchantabilitythe Sellers, satisfactory quality the Acquired Companies, the Business, their Affiliates or fitness for their respective businesses, affairs, 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), whether or not included in any particular purposemanagement presentation, in “as is” condition and or with respect to the accuracy or completeness of any information provided or made available to the Purchaser or any of its officer, directors, employees, agents, representatives, lender, Affiliates or any other Person acting on a “where is” basisits behalf by or on behalf of the Sellers’ officers, directors, employees, agents, representatives, lenders or Affiliates.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in Article III or in any certificate delivered made by the Company in Article III, neither the Company nor any other person makes any express or implied representation or warranty with respect to Parent the Company, its Subsidiaries, or Purchaser their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other person makes or has made any representation or warranty to Parent, Merger Sub or any of their respective affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and notwithstanding warranties made by the delivery Company in Article III, any oral or disclosure written information presented to Parent Parent, Merger Sub or its Representatives any of any documentation, projections, estimates, budgets their respective affiliates or other information), each representatives in the course of Parent and Purchaser Sub acknowledges that (x) none their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. The Company subsidiaries acknowledges and agrees that none of Parent, Merger Sub nor any other person on behalf of Parent or Merger Sub has made or is making, and the Company has not relied upon, any express or implied representation or warranty other than those contained in Article IV. (b) Except for the representations and warranties made by Parent and Merger Sub in Article IV, neither Parent nor any other person makes any express or implied representation or warranty with respect to Parent, its Subsidiaries (including Merger Sub), or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and each of Parent and Merger Sub hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, none of Parent, Merger Sub or any other Person person makes or has made any representation or warranty to the Company or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to Parent, any of its Subsidiaries (including Merger Sub) or their respective businesses, or (ii) except for the representations and warranties made by Parent and Merger Sub in Article IV, any oral or written information presented to the Company or any of its affiliates or representatives in the course of their due diligence investigation of Parent and Merger Sub, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any other person on behalf of the Company makeshas made or is making, or and neither Parent nor Merger Sub has maderelied upon, any express or implied representation or warranty relating to itself or its business or otherwise, other than those contained in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisArticle III.

No Other Representations or Warranties. Except (a) The Buyer acknowledges that, except for the representations and warranties contained in Article III or in any certificate delivered by III, neither the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or Sellers nor any other Person on behalf of the Company makes, Sellers makes any express or has made, any implied representation or warranty relating with respect to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, Sellers (including representations and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by warranties as to the Company, the Company subsidiaries or any other Person on behalf condition of the Company Purchased Assets) or with respect to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the CompanySellers to the Buyer. Each Neither the Sellers nor any other Person will have or be subject to any Liability or indemnification obligation to the Buyer or any other Person resulting from the distribution to the Buyer, or use by the Buyer, of Parent any such information, including any information, documents, projections, forecasts or other material made available to the Buyer in any “data rooms,” “data sites,” responses to inquiries, confidential information memoranda or 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 Purchaser Sub acknowledges studies, or other information made available to the Buyer by the Sellers or their Representatives, including any 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 agrees that, except as expressly set forth warranties contained in this AgreementArticle III (in each case as modified by the Disclosure Schedules hereto), Purchaser Sub shall acquire 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 Review Documents; (ii) the operating condition of the Purchased Assets 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. (b) In connection with investigation by the Buyer, the Buyer has received or may receive from the Sellers certain projections, forward-looking statements and other forecasts and certain business plan information. The Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that the Assumed Liabilities without any Buyer is familiar with such uncertainties, that the 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, forecasts or plans), and that the Buyer shall have no claim against anyone with respect thereto. Accordingly, the Buyer acknowledges that the Sellers make no representation or warrantywarranty with respect to such estimates, express projections, forecasts or impliedplans (including the reasonableness of the assumptions underlying such estimates, as to merchantabilityprojections, satisfactory quality forecasts or fitness for any particular purpose, in “as is” condition and on a “where is” basisplans).

No Other Representations or Warranties. Except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations acknowledge and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser 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 materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees agree that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets Article III and the Assumed Liabilities without other Related Agreements (and in the certificates delivered at Closing), none of the Company, any Company Indemnitor or any other Person has made, or is making, and neither Parent nor Merger Sub has relied on (including in making its decision to enter into this Agreement and the other Related Documents and to consummate the Transactions), any representation or warranty, written or oral, express or implied, at law or in equity, in respect of the Company or its business or in connection with the Transactions, including any representations or warranties about the accuracy or completeness of any information or documents previously provided and any other such representations and warranties are hereby expressly disclaimed by Parent and Merger Sub. In connection with the due diligence investigation of the Company by Parent and its Representatives, Parent and its Representatives have received and may continue to receive after the date hereof from the Company and its Affiliates, stockholders, directors, officers, employees, consultants, agents, representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its businesses and operations. Parent hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, and that Parent will have no claim against the Company, or any of its Affiliates, stockholders, directors, officers, employees, consultants, agents, representatives or advisors, or any other Person, with respect thereto, including as to merchantabilitythe accuracy or completeness of any information provided. Parent further acknowledges and agrees that neither the Company nor any of its Affiliates, satisfactory quality stockholders, directors, officers, employees, consultants, agents, Representatives or fitness for advisors has made or is making any particular purposeexpress or implied representation or warranty with respect to any such estimates, in “as is” condition and on a “where is” basisprojections, forecasts, forward-looking statements or business plans.

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 contained in this Article III 2, none of Seller, any Affiliate of Seller, or any other Person makes or has been authorized to make any express or implied representation or warranty, and Seller and its Affiliates hereby disclaim any express or implied representation or warranty, whether by Seller or any of its Affiliates or any of their respective officers, directors, employees, agents, stockholders, subsidiaries (direct or indirect), partners, advisors, or representatives or any other Person, in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding connection with the delivery or disclosure to Buyer, Parent or its Representatives any of any documentationtheir respective officers, projectionsdirectors, estimatesemployees, budgets agents, advisors or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries representatives or any other Person on behalf of any documentation or other information regarding Seller or Company. Without limiting the generality of the Company makesforegoing, or has made, any representation or warranty relating to itself or its business or otherwise, except as otherwise provided in connection with this Agreement or the transactions contemplated by Article 2 of this Agreement, Seller and Parent and Purchaser Sub are its Affiliates have not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include have made, any representations or warrantieswarranties (i) in the Confidential Information Memorandum relating to the sale of Company prepared by Deutsche Banc Alex. Each Xxxxx on behalf of Parent Seller and Purchaser Sub acknowledges that it has conductedsupplied to Buyer prior to the date hereof (the "Confidential Information Memorandum"), to its satisfaction, its own independent investigation (ii) in any presentation of the condition, operations and business of the Company and in making its determination to proceed connection with the transactions contemplated by hereby, whether written or oral, (iii) in any financial projection or forecast relating to Company, or (iv) in any other documents or information, whether written or oral, 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 Purchaser Sub has relied solely on the results of forecasts, (ii) it is familiar with such uncertainties, (iii) it is taking full responsibility for making its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf evaluation of the Company. Each adequacy and accuracy of Parent all such projections and Purchaser Sub acknowledges forecasts so furnished to it, and agrees that, except as expressly set forth (iv) unless otherwise contemplated in this Agreement, Purchaser Sub it shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basishave no claim against Seller with respect thereto.