Common use of No Other Representations Clause in Contracts

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III, WIN HAS NOT MADE AND DOES NOT HEREBY MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF OR THE RESULTS TO BE OBTAINED BY THE DIVISION. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF OR THE RESULTS TO BE OBTAINED BY THE DIVISION SUBSIDIARIES, ARE HEREBY DISCLAIMED BY WIN.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IIIAGREEMENT OR IN ANY DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT, WIN HAS SELLERS HAVE NOT MADE AND DOES DO NOT HEREBY MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PURCHASED ASSETS AND PROPERTIES OF OF, OR THE RESULTS TO BE OBTAINED BY BY, THE DIVISIONBUSINESS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IIIAGREEMENT OR IN ANY DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PURCHASED ASSETS AND PROPERTIES OF OF, OR THE RESULTS TO BE OBTAINED BY BY, OR THE DIVISION SUBSIDIARIESBUSINESS, ARE HEREBY DISCLAIMED BY WINSELLERS.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IIIAGREEMENT OR IN ANY DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT, WIN SELLER HAS NOT MADE AND DOES NOT HEREBY MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF OF, OR THE RESULTS TO BE OBTAINED BY BY, THE DIVISION. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IIIAGREEMENT OR IN ANY DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF OF, OR THE RESULTS TO BE OBTAINED BY BY, THE COMPANY OR THE DIVISION SUBSIDIARIESENTITIES, ARE HEREBY DISCLAIMED BY WINSELLER.

No Other Representations. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO ANY PARTY OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IIIIII (INCLUDING IN THE DISCLOSURE SCHEDULE), WIN HAS NOT MADE ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE CLOSING OR THE ANCILLARY AGREEMENTS, NONE OF SELLER OR ANY OTHER PERSON MAKES, AND DOES NOT HEREBY MAKE SELLER EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED REPRESENTATIONS IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR WARRANTIES, STATUTORY ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR OTHERWISE, OF ANY NATURETHEREBY, INCLUDING AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS THAT HAVE BEEN MADE AVAILABLE TO BUYER OR ANY OF BUYER’S REPRESENTATIVES OR IN ANY PRESENTATION OF THE BUSINESS BY THE MANAGEMENT OF SELLER OR OTHERS IN CONNECTION WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE ANCILLARY AGREEMENTS, AND NO STATEMENT CONTAINED IN ANY EXPRESS OF SUCH MATERIALS OR IMPLIED MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY AS HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY BUYER IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF ANCILLARY AGREEMENTS OR THE RESULTS TO BE OBTAINED BY THE DIVISIONTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IIIIII (INCLUDING IN THE DISCLOSURE SCHEDULE), ALL ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE CLOSING OR THE ANCILLARY AGREEMENTS, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER WARRANTIESPREDICTIONS, EXPRESS ANY DATA, ANY FINANCIAL INFORMATION OR IMPLIED, STATUTORY, COMMON LAW ANY MEMORANDA OR OTHERWISE, OF ANY NATUREOFFERING MATERIALS OR PRESENTATIONS, INCLUDING WITH RESPECT ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY SELLER ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF SELLER OR ANY OTHER PERSON, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY BUYER OR AFFILIATE OF BUYER IN EXECUTING, DELIVERING OR PERFORMING THIS AGREEMENT, THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF ANCILLARY AGREEMENTS OR THE RESULTS TO BE OBTAINED BY TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. NOTWITHSTANDING THE DIVISION SUBSIDIARIESFOREGOING, ARE HEREBY DISCLAIMED BY WINNOTHING IN THIS SECTION 3.26 SHALL RESTRICT OR PROHIBIT ANY CLAIM ARISING OUT OF FRAUD (AS DEFINED HEREIN) AS SET FORTH HEREIN.

No Other Representations. EXCEPT FOR AS AND TO THE REPRESENTATIONS AND WARRANTIES EXPRESSLY EXTENT SET FORTH IN THIS ARTICLE IIIAGREEMENT AND IN THE CERTIFICATES DELIVERED BY SELLER PURSUANT TO THE EXPRESS TERMS OF THIS AGREEMENT, WIN HAS NOT MADE AND DOES NOT HEREBY MAKE ANY EXPRESS OR IMPLIED SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT WARRANTIES WHATSOEVER TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS BUYER AND HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY PARTICULAR PURPOSE REPRESENTATION, WARRANTY, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR ITS REPRESENTATIVES (INCLUDING WITHOUT LIMITATION ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF SELLER OR ANY AFFILIATE THEREOF). SELLER MAKES NO REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE ASSETS AND PROPERTIES BUSINESS OF OR THE RESULTS TO BE OBTAINED ACQUIRED COMPANIES. NOTHING HEREIN WILL IMPACT ANY PROVISION OF OTHER AGREEMENTS ENTERED INTO BY THE DIVISIONPARTIES AT THE CLOSING. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH NOTHING IN THIS ARTICLE III, ALL SECTION 4.23 IS INTENDED TO OR SHALL BE CONSTRUED TO IMPACT ANY REPRESENTATIONS OR WARRANTIES CONTAINED IN OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO AGREEMENTS ENTERED INTO BETWEEN THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF OR THE RESULTS TO BE OBTAINED BY THE DIVISION SUBSIDIARIES, ARE HEREBY DISCLAIMED BY WINPARTIES.

No Other Representations. EXCEPT FOR AS AND TO THE REPRESENTATIONS AND WARRANTIES EXPRESSLY EXTENT SET FORTH IN THIS ARTICLE IIIAGREEMENT, WIN HAS NOT MADE IN THE CERTIFICATES DELIVERED BY SELLERS PURSUANT TO SECTION 8.3(j) AND DOES NOT HEREBY MAKE IN ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIESTRANSACTION DOCUMENT, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED EACH SELLER MAKES NO REPRESENTATION OR WARRANTY AS WHATSOEVER TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS BUYER AND HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY PARTICULAR PURPOSE OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR THEIR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER OR ITS REPRESENTATIVES BY ANY OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF THE ASSETS AND PROPERTIES OF SELLERS OR THE RESULTS TO BE OBTAINED BY THE DIVISIONANY AFFILIATE THEREOF). EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH CONTAINED IN THIS ARTICLE IIIIV, ALL OTHER WARRANTIESIN THE CERTIFICATES DELIVERED BY SELLERS PURSUANT TO SECTION 8.3(j) AND IN ANY TRANSACTION DOCUMENT, EXPRESS EACH SELLER: (a) EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, STATUTORYAT COMMON LAW, COMMON LAW BY STATUTE OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT RELATING TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY CONDITION OF THE ASSETS OR ANY PROPERTY (REAL OR PERSONAL) OR PART THEREOF (INCLUDING ANY IMPLIED OR EXPRESSED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS); AND (b) HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY PARTICULAR PURPOSE 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 PARTNER, DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF THE ASSETS AND PROPERTIES ANY SELLER OR ANY OF OR THE RESULTS TO BE OBTAINED BY THE DIVISION SUBSIDIARIES, ARE HEREBY DISCLAIMED BY WINSELLERS’ AFFILIATES).

No Other Representations. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IT IS THE EXPRESS INTENT OF EACH PARTY HERETO THAT NEITHER PARTY IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, EXCEPT FOR THE THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH CONTAINED IN THIS ARTICLE III3 AND ARTICLE 4, WIN HAS NOT MADE OR IN ANY CERTIFICATE DELIVERED HEREUNDER, AND DOES NOT HEREBY MAKE ANY THAT, EXCEPT FOR SUCH EXPRESS OR IMPLIED REPRESENTATIONS OR AND WARRANTIES, STATUTORY BUYER IS ACQUIRING THE PURCHASED ASSETS “AS IS” AND “WHERE IS.” WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER HEREBY EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATION OR OTHERWISE, WARRANTY OF ANY NATUREKIND, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITYCONDITION, QUALITY, QUANTITY, MERCHANTABILITY OR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY OF THE PURCHASED ASSETS AND PROPERTIES OF SELLER MAKES NO REPRESENTATION OR THE RESULTS WARRANTY TO BE OBTAINED BY THE DIVISION. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING BUYER WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST RELATING TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PURCHASED ASSETS AND PROPERTIES OF OR THE RESULTS TO BE OBTAINED BY THE DIVISION SUBSIDIARIES, ARE HEREBY DISCLAIMED BY WINPROJECT.

No Other Representations. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT: (A) THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY EXPRESSLY SET FORTH IN ARTICLE 3 HEREOF ARE AND SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE WITH RESPECT TO THE ACQUIRED COMPANIES TO BUYER AND MERGERSUB IN CONNECTION WITH THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS, AND (B) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH REFERRED TO IN THIS ARTICLE IIICLAUSE (A) ABOVE, WIN NEITHER THE COMPANY, ITS SUBSIDIARIES, THE SELLERS, THE SELLERS’ REPRESENTATIVE NOR ANY OTHER PERSON HAS NOT MADE AND DOES NOT HEREBY MAKE OR IS MAKING ANY EXPRESS OR IMPLIED REPRESENTATIONS REPRESENTATION OR WARRANTIESWARRANTY, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF BUSINESS OR THE RESULTS ASSETS OF THE ACQUIRED COMPANIES. NOTWITHSTANDING ANYTHING TO BE OBTAINED BY THE DIVISION. CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III3 HEREOF, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, COMMON LAW STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF BUSINESS OR THE RESULTS TO BE OBTAINED BY ASSETS OF THE DIVISION SUBSIDIARIESACQUIRED COMPANIES, ARE HEREBY DISCLAIMED EXPRESSLY DISCLAIMED. BUYER AND MERGERSUB HEREBY REPRESENT, WARRANT, COVENANT AND AGREE, ON BEHALF OF THEMSELVES AND THEIR RESPECTIVE AFFILIATES, AND ANY PERSON CLAIMING BY, THROUGH OR ON BEHALF OF ANY OF THEM, THAT IN DETERMINING TO ENTER INTO AND CONSUMMATE THIS AGREEMENT AND THE CONTEMPLATED TRANSACTIONS, THEY ARE NOT RELYING UPON ANY REPRESENTATION OR WARRANTY MADE OR PURPORTEDLY MADE BY WINOR ON BEHALF OF ANY PERSON, OTHER THAN THOSE EXPRESSLY MADE BY THE COMPANY AS SET FORTH IN ARTICLE 3 HEREOF, AND THAT, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY AS SET FORTH IN ARTICLE 3 HEREOF, BUYER AND MERGERSUB SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES AND THEIR RESPECTIVE ASSETS WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS AND “WITH ALL FAULTS.”

No Other Representations. EXCEPT FOR AS AND TO THE REPRESENTATIONS AND WARRANTIES EXPRESSLY EXTENT SET FORTH IN THIS ARTICLE III, WIN HAS NOT MADE AND DOES NOT HEREBY MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED AGREEMENT SELLER MAKES NO REPRESENTATION OR WARRANTY AS WHATSOEVER TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS BUYER AND HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY PARTICULAR PURPOSE REPRESENTATION, WARRANTY, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR ITS REPRESENTATIVES (INCLUDING WITHOUT LIMITATION ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE ASSETS AND PROPERTIES OF SELLER OR THE RESULTS TO BE OBTAINED BY THE DIVISIONANY AFFILIATE THEREOF). EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH CONTAINED IN THIS ARTICLE IIIAGREEMENT, ALL OTHER WARRANTIESBUYER IS ACQUIRING THE XXXXXXXX RIDGE WORKING GAS AND THE BUSINESS AND ASSETS OF THE TEJAS COMPANIES "AS IS" AND "WHERE IS." EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, EXPRESS AND THE SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, STATUTORYAT COMMON LAW, COMMON LAW BY STATUTE, OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT RELATING TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY CONDITION OF THE ASSETS OF THE TEJAS COMPANIES (INCLUDING ANY IMPLIED OR EXPRESSED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY A PARTICULAR PURPOSE PURPOSE, OR OF THE ASSETS AND PROPERTIES CONFORMITY TO MODELS OR SAMPLES OF OR THE RESULTS TO BE OBTAINED BY THE DIVISION SUBSIDIARIES, ARE HEREBY DISCLAIMED BY WINMATERIALS).

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III, WIN NO PERSON HAS NOT MADE AND DOES NOT HEREBY MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS CONCERNING (I) THE FEDERAL, STATE, LOCAL OR OTHER TAX (INCLUDING PROPERTY TAX) CONSEQUENCES TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE PERSON OF THE ASSETS AND PROPERTIES TRANSACTIONS, ACTIONS OR EVENTS (INCLUDING THE ALLOCATION OF TAX ITEMS) THAT MAY ARISE OUT OF OR BE CONTEMPLATED BY THIS AGREEMENT (COLLECTIVELY, THE RESULTS TO BE OBTAINED BY "TAX REPRESENTATIONS") OR (II) ANY PROJECTIONS, CASH FLOWS, POTENTIAL PROFIT, OR YIELDS FROM, PERFORMANCE OF OR ECONOMIC CONSEQUENCES OF AN INVESTMENT OR MEMBERSHIP IN THE DIVISIONCOMPANY (COLLECTIVELY, THE "ECONOMIC REPRESENTATIONS"). EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH PROVIDED IN THIS ARTICLE IIIAGREEMENT OR CONTEMPLATED BY, THIS AGREEMENT OR THE ASSET PURCHASE AGREEMENT (COLLECTIVELY, "EXPRESS REPRESENTATIONS"), NO PERSON IS MAKING ANY REPRESENTATION OR WARRANTY AS TO ANY OTHER MATTER (ALL SUCH REPRESENTATIONS, OTHER WARRANTIESTHAN THE EXPRESS REPRESENTATIONS, EXPRESS SHALL BE REFERRED TO HEREIN AS THE "OTHER REPRESENTATIONS"). EACH MEMBER (INCLUDING, WITHOUT LIMITATION, EACH SUBSTITUTED MEMBER AS A CONDITION TO BECOMING A SUBSTITUTED MEMBER) ACKNOWLEDGES THAT NO PERSON HAS MADE ANY TAX REPRESENTATIONS, ECONOMIC REPRESENTATIONS OR IMPLIEDOTHER REPRESENTATIONS. CONSISTENT WITH THE FOREGOING AND AS A MATERIAL INDUCEMENT TO THE OTHER MEMBERS TO ENTER INTO THIS AGREEMENT, STATUTORYEACH MEMBER (INCLUDING, COMMON LAW WITHOUT LIMITATION, EACH SUBSTITUTED MEMBER AS A CONDITION TO BECOMING A SUBSTITUTED MEMBER) HEREBY WAIVES (ON BEHALF OF ITSELF, HIMSELF OR OTHERWISEHERSELF AND ON BEHALF OF ALL ASSIGNEES AND ALL HOLDERS) ANY AND ALL RIGHTS HE, SHE OR IT MAY HAVE AT ANY TIME, NOW OR IN THE FUTURE, TO ASSERT A CLAIM THAT ANY TAX REPRESENTATIONS, ECONOMIC REPRESENTATIONS OR OTHER REPRESENTATIONS HAVE BEEN MADE BY OR ON BEHALF OF ANY MEMBER OR ANY OTHER PERSON OR TO SEEK DAMAGES, A RIGHT OF OFFSET OR OTHER RELIEF BASED UPON AN ALLEGED BREACH OR INACCURACY OF ANY TAX REPRESENTATION, ECONOMIC REPRESENTATION OR OTHER REPRESENTATIONS. IN THE EVENT ANY MEMBER (OR THE TRANSFEREE OF ANY INTEREST, INCLUDING UNITS, OF THE MEMBER IN THE COMPANY) TAKES ANY NATUREACTION TO ASSERT ANY SUCH CLAIM OR SEEK ANY SUCH DAMAGES, INCLUDING RIGHT OF OFFSET OR OTHER RELIEF WITH RESPECT TO ANY OTHER REPRESENTATIONS, THE MERCHANTABILITYMEMBER TAKING THE ACTION (OR, QUALITYIN THE EVENT OF ACTION TAKEN BY A TRANSFEREE OF AN INTEREST OF A MEMBER, QUANTITYSUCH MEMBER) SHALL REIMBURSE THE OTHER MEMBERS AND THE TRANSFEREES OF AN INTEREST OF A MEMBER, SUITABILITY OR FITNESS IMMEDIATELY UPON DEMAND, FOR ANY PARTICULAR PURPOSE AND ALL LOSSES, COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, LEGAL FEES, ACCOUNTING FEES, CONSULTING FEES, AND COSTS OF RESPONSE, NEGOTIATION, AND DEFENSE, INCURRED BY THOSE MEMBERS IN CONNECTION WITH OR AS A RESULT OF SUCH ACTION (COLLECTIVELY, "COSTS"), AND ANY COSTS NOT SO PAID UPON DEMAND SHALL BEAR INTEREST, FROM THE ASSETS AND PROPERTIES DATE OF OR DEMAND UNTIL PAID, AT THE RESULTS TO BE OBTAINED HIGHEST RATE PERMITTED BY THE DIVISION SUBSIDIARIES, ARE HEREBY DISCLAIMED BY WINAPPLICABLE USURY LAW.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III7 OR ELSEWHERE IN THIS AGREEMENT, WIN HAS PURCHASER AND ORBCOMM EXPRESSLY DISCLAIM ANY AND MAKE NO, AND SHALL NOT BE DEEMED TO HAVE MADE AND DOES NOT HEREBY MAKE ANY EXPRESS OR IMPLIED ANY, REPRESENTATIONS OR WARRANTIES, STATUTORY WRITTEN OR VERBAL, STATUTORY, EXPRESS OR IMPLIED, WITH RESPECT TO PURCHASER, ORBCOMM, THE BUSINESS, THEIR OPERATIONS, ASSETS, STOCK, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS. EACH OF THE SELLERS HEREBY EXPRESSLY WAIVES ANY CLAIMS AND CAUSES OF ACTION AND ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE IN EACH CASE RELATING TO THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY NATUREINFORMATION, INCLUDING DATA OR OTHER MATERIALS (WRITTEN OR VERBAL) HERETOFORE FURNISHED TO SELLERS AND THEIR RESPECTIVE REPRESENTATIVES BY OR ON BEHALF OF PURCHASER OR ORBCOMM OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE 7 OR ELSEWHERE IN THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER PURCHASER NOR ORBCOMM ARE MAKING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY EXPRESS FINANCIAL PROJECTION, EARNOUT AMOUNT OR IMPLIED REPRESENTATION OR WARRANTY AS FORECAST RELATING TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE ANTICIPATED FINANCIAL RESULTS OF THE ASSETS BUSINESS, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS, EXCEPT FOR THE REPRESENTATIONS AND PROPERTIES OF WARRANTIES SET FORTH IN THIS ARTICLE 7 OR THE RESULTS TO BE OBTAINED BY THE DIVISIONELSEWHERE IN THIS AGREEMENT. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY TO SELLERS SET FORTH IN THIS ARTICLE III7 OR ELSEWHERE IN THIS AGREEMENT, ALL EACH OF SELLERS HEREBY AGREES THAT NEITHER PURCHASER NOR ORBCOMM WILL HAVE OR BE SUBJECT TO ANY LIABILITY TO SELLERS OR SELLER INDEMNIFIED PARTIES OR ANY OTHER WARRANTIESPERSON RESULTING FROM THE DISTRIBUTION TO SELLERS OR THEIR RESPECTIVE REPRESENTATIVES, EXPRESS OR IMPLIEDTHEIR USE OF, STATUTORYANY SUCH PROJECTION OR FORECAST AND ANY INFORMATION, COMMON LAW DOCUMENT OR OTHERWISE, OF MATERIAL MADE AVAILABLE TO SELLERS OR THEIR RESPECTIVE REPRESENTATIVES OR AFFILIATES IN MANAGEMENT PRESENTATIONS OR ANY NATURE, INCLUDING WITH RESPECT TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OTHER FORM IN EXPECTATION OF THE ASSETS AND PROPERTIES OF OR THE RESULTS TO BE OBTAINED TRANSACTIONS CONTEMPLATED BY THE DIVISION SUBSIDIARIES, ARE HEREBY DISCLAIMED BY WINTHIS AGREEMENT.

No Other Representations. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO ANY PARTY OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IIIIV (INCLUDING IN THE DISCLOSURE SCHEDULE), WIN HAS NOT MADE ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE CLOSING OR THE ANCILLARY AGREEMENTS, NONE OF SELLER OR ANY OTHER PERSON MAKES, AND DOES NOT HEREBY MAKE SELLER EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED REPRESENTATIONS IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR WARRANTIES, STATUTORY ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR OTHERWISE, OF ANY NATURETHEREBY, INCLUDING AS TO THE MATERIALS RELATING TO THE BUSINESS OR PURCHASED ASSETS THAT HAVE BEEN MADE AVAILABLE TO BUYER OR ANY OF BUYER’S REPRESENTATIVES OR IN ANY PRESENTATION OF THE BUSINESS BY THE MANAGEMENT OF SELLER OR OTHERS IN CONNECTION WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE ANCILLARY AGREEMENTS, AND NO STATEMENT CONTAINED IN ANY EXPRESS OF SUCH MATERIALS OR IMPLIED MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY AS HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY BUYER IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF ANCILLARY AGREEMENTS OR THE RESULTS TO BE OBTAINED BY THE DIVISIONTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IIIIV (INCLUDING IN THE DISCLOSURE SCHEDULE), ALL ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE CLOSING OR THE ANCILLARY AGREEMENTS, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER WARRANTIESPREDICTIONS, EXPRESS ANY DATA, ANY FINANCIAL INFORMATION OR IMPLIED, STATUTORY, COMMON LAW ANY MEMORANDA OR OTHERWISE, OF ANY NATUREOFFERING MATERIALS OR PRESENTATIONS, INCLUDING WITH RESPECT ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY SELLER ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF SELLER OR ANY OTHER PERSON, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY BUYER OR AFFILIATE OF BUYER IN EXECUTING, DELIVERING OR PERFORMING THIS AGREEMENT, THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF ANCILLARY AGREEMENTS OR THE RESULTS TO BE OBTAINED BY TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. NOTWITHSTANDING THE DIVISION SUBSIDIARIESFOREGOING, ARE HEREBY DISCLAIMED BY WINNOTHING IN THIS SECTION 4.30 SHALL RESTRICT OR PROHIBIT ANY CLAIM ARISING OUT OF FRAUD (AS DEFINED HEREIN) AS SET FORTH HEREIN.

No Other Representations. (a) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS OTHERWISE EXPRESSLY SET FORTH PROVIDED IN THIS ARTICLE IIIAGREEMENT OR ANY DOCUMENTS TO BE EXECUTED AND DELIVERED BY THE SELLER AT THE CLOSING, WIN HAS NOT MADE AND DOES NOT HEREBY MAKE THE SELLER DISCLAIM THE MAKING OF ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF OR THE RESULTS TO BE OBTAINED BY THE DIVISION. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORYREGARDING THE PROPERTIES OR MATTERS AFFECTING THE PROPERTIES, COMMON LAW WHETHER MADE BY THE SELLER, ON THEIR BEHALF OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL CONDITION OF THE PROPERTIES, TITLE TO OR THE BOUNDARIES OF THE REAL PROPERTY, PEST CONTROL MATTERS, SOIL CONDITIONS, THE PRESENCE, EXISTENCE OR ABSENCE OF HAZARDOUS WASTES, TOXIC SUBSTANCES OR OTHER ENVIRONMENTAL MATTERS, COMPLIANCE WITH BUILDING, HEALTH, SAFETY, LAND USE AND ZONING LAWS, REGULATIONS AND ORDERS, STRUCTURAL AND OTHER ENGINEERING CHARACTERISTICS, TRAFFIC PATTERNS, MARKET DATA, ECONOMIC CONDITIONS OR PROJECTIONS, THE FITNESS OF THE PROPERTIES FOR USE AS A HOTEL, THE FINANCIAL PERFORMANCE OR POTENTIAL OF THE PROPERTIES AND ANY NATURE, INCLUDING OTHER INFORMATION PERTAINING TO THE PROPERTIES OR THE MARKET AND PHYSICAL ENVIRONMENTS IN WHICH THEY ARE LOCATED. THE PURCHASER ACKNOWLEDGES (I) THAT THE PURCHASER HAS ENTERED INTO THIS AGREEMENT WITH THE INTENTION OF MAKING AND RELYING UPON ITS OWN INVESTIGATION OR THAT OF THIRD PARTIES WITH RESPECT TO THE MERCHANTABILITYPHYSICAL, QUALITYENVIRONMENTAL, QUANTITYFINANCIAL, SUITABILITY ECONOMIC AND LEGAL CONDITION OF EACH PROPERTY; AND (II) THAT THE PURCHASER IS NOT RELYING UPON ANY STATEMENTS, REPRESENTATIONS OR FITNESS FOR WARRANTIES OF ANY PARTICULAR PURPOSE KIND, OTHER THAN THOSE SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT TO BE EXECUTED AND DELIVERED TO THE PURCHASER AT THE CLOSING, MADE BY THE SELLER. THE PURCHASER FURTHER ACKNOWLEDGES THAT IT HAS NOT RECEIVED FROM OR ON BEHALF OF THE ASSETS SELLER ANY ACCOUNTING, TAX, LEGAL, ARCHITECTURAL, ENGINEERING, PROPERTY MANAGEMENT OR OTHER ADVICE WITH RESPECT TO THIS TRANSACTION AND IS RELYING SOLELY UPON THE ADVICE OF THIRD PARTY ACCOUNTING, TAX, LEGAL, ARCHITECTURAL, ENGINEERING, PROPERTY MANAGEMENT AND OTHER ADVISORS. SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, THE PURCHASER SHALL PURCHASE THE PROPERTIES OF OR IN THEIR “AS IS” CONDITION ON THE RESULTS CLOSING DATE. (b) PURCHASER ACKNOWLEDGES THAT, TO THE EXTENT REQUIRED TO BE OBTAINED BY OPERATIVE, THE DIVISION SUBSIDIARIESDISCLAIMERS OF WARRANTIES CONTAINED IN THIS SECTION 6 ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, ARE HEREBY DISCLAIMED BY WINRULE, REGULATION OR ORDER.

No Other Representations. EXCEPT FOR AS AND TO THE REPRESENTATIONS AND WARRANTIES EXPRESSLY EXTENT SET FORTH IN THIS ARTICLE IIIAGREEMENT, WIN HAS NOT MADE AND DOES NOT HEREBY MAKE SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER TO BUYER INCLUDING ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, QUALITY, QUANTITYUSAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE COMPANY, ITS ASSETS, OR ANY PART THEREOF, OR THE BUSINESS. SELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR ITS REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF SELLER OR ANY AFFILIATE THEREOF, WHETHER IN ANY MANAGEMENT PRESENTATIONS, “BREAK-OUT” DISCUSSIONS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF THE ASSETS AND PROPERTIES BUYER, OR IN ANY OTHER FORM IN EXPECTATION OR FURTHERANCE OF OR THE RESULTS TO BE OBTAINED BY THE DIVISION. TRANSACTIONS), EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH CONTAINED HEREIN. BUYER IS ACQUIRING THE COMPANY IN THIS ARTICLE III, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE ITS ACQUISITION OF THE ASSETS INTERESTS ON AN “AS IS” AND PROPERTIES OF OR “WHERE IS” BASIS, EXCEPT FOR THE RESULTS TO BE OBTAINED BY THE DIVISION SUBSIDIARIES, ARE HEREBY DISCLAIMED BY WINREPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED HEREIN.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS EXPRESSLY SET FORTH IN THIS ARTICLE IIIIV, WIN HAS NOT MADE AND DOES NOT HEREBY MAKE ANY THE TARGET MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED IMPLIED, AT LAW OR IN EQUITY AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES, STATUTORY OR OTHERWISE, OF WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED INCLUDING ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, (A) THE TARGET SHALL NOT BE DEEMED TO MAKE TO BUYER ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF REPRESENTATION OR THE RESULTS TO BE OBTAINED WARRANTY OTHER THAN AS EXPRESSLY MADE BY THE DIVISION. TARGET IN THIS AGREEMENT AND (B) EXCEPT FOR THE REPRESENTATIONS AS EXPRESSLY COVERED BY A REPRESENTATION AND WARRANTIES EXPRESSLY SET FORTH WARRANTY CONTAINED IN THIS ARTICLE IIIIV, ALL THE TARGET MAKES NO REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO (I) ANY PROJECTIONS, ESTIMATES OR BUDGETS HERETOFORE DELIVERED TO OR MADE AVAILABLE TO BUYER OR ITS COUNSEL, ACCOUNTANTS OR ADVISORS OF FUTURE REVENUES, EXPENSES OR EXPENDITURES OR FUTURE RESULTS OF OPERATIONS OF THE COMPANIES, OR (II) ANY OTHER WARRANTIES, EXPRESS INFORMATION OR IMPLIED, STATUTORY, COMMON LAW DOCUMENTS (FINANCIAL OR OTHERWISE) MADE AVAILABLE TO BUYER OR ITS COUNSEL, OF ANY NATURE, INCLUDING ACCOUNTANTS OR ADVISORS WITH RESPECT TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF COMPANIES OR THE RESULTS TO BE OBTAINED BY THE DIVISION SUBSIDIARIES, ARE HEREBY DISCLAIMED BY WINBUSINESS.

No Other Representations. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO ANY PARTY OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IIIIV, WIN HAS NOT MADE ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE CLOSING OR THE ANCILLARY AGREEMENTS, NONE OF BUYER OR ANY OTHER PERSON MAKES, AND DOES NOT HEREBY MAKE BUYER EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED REPRESENTATIONS IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR WARRANTIES, STATUTORY ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR OTHERWISE, OF ANY NATURETHEREBY, INCLUDING AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS THAT HAVE BEEN MADE AVAILABLE TO SELLER OR ANY OF SELLER’S REPRESENTATIVES OR IN ANY PRESENTATION OF THE BUSINESS BY THE MANAGEMENT OF BUYER OR OTHERS IN CONNECTION WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE ANCILLARY AGREEMENTS, AND NO STATEMENT CONTAINED IN ANY EXPRESS OF SUCH MATERIALS OR IMPLIED MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY AS HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY SELLER IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF ANCILLARY AGREEMENTS OR THE RESULTS TO BE OBTAINED BY THE DIVISIONTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IIIIV, ALL ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE CLOSING OR THE ANCILLARY AGREEMENTS, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER WARRANTIESPREDICTIONS, EXPRESS ANY DATA, ANY FINANCIAL INFORMATION OR IMPLIED, STATUTORY, COMMON LAW ANY MEMORANDA OR OTHERWISE, OF ANY NATUREOFFERING MATERIALS OR PRESENTATIONS, INCLUDING WITH RESPECT ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY BUYER ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF BUYER OR ANY OTHER PERSON, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY SELLER OR AFFILIATE OF SELLER IN EXECUTING, DELIVERING OR PERFORMING THIS AGREEMENT, THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF ANCILLARY AGREEMENTS OR THE RESULTS TO BE OBTAINED BY THE DIVISION SUBSIDIARIES, ARE TRANSACTIONS CONTEMPLATED HEREBY DISCLAIMED BY WINOR THEREBY.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH MADE BY SELLER IN THIS ARTICLE IIITHE TRANSACTION DOCUMENTS (AS MODIFIED BY ANY SCHEDULES THERETO), WIN HAS NOT MADE AND DOES NOT HEREBY MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO NEITHER SELLER NOR THE COMPANY MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS WITH RESPECT TO SELLER, THE MERCHANTABILITYCOMPANY, QUALITYTHE FORMING BUSINESS, QUANTITYTHE CONTRIBUTED ASSETS, SUITABILITY THE EXCLUDED ASSETS, THE CONTRIBUTED LIABILITIES, THE EXCLUDED LIABILITIES OR FITNESS FOR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY PARTICULAR PURPOSE OF THE ASSETS OTHER TRANSACTION DOCUMENTS, AND PROPERTIES OF THE COMPANY AND SELLER HEREBY DISCLAIM ANY OTHER REPRESENTATIONS OR THE RESULTS TO BE OBTAINED WARRANTIES, WHETHER MADE BY THE DIVISIONCOMPANY, SELLER, ANY AFFILIATE OF THE COMPANY OR SELLER, OR ANY OF THEIR RESPECTIVE OFFICERS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IIITHE TRANSACTION DOCUMENTS (AS MODIFIED BY ANY SCHEDULES THERETO), THE COMPANY AND SELLER EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS LIABILITY AND RESPONSIBILITY FOR ANY PARTICULAR PURPOSE 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 OR ANY OF ITS AFFILIATES BY ANY MANAGER, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE ASSETS COMPANY OR SELLER, OR ANY OF THEIR RESPECTIVE AFFILIATES). THE COMPANY AND PROPERTIES SELLER MAKE NO REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF OR THE RESULTS TO BE OBTAINED BY THE DIVISION SUBSIDIARIES, ARE HEREBY DISCLAIMED BY WINFORMING BUSINESS.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IIIIII OR IN ANY CERTIFICATE DELIVERED BY OR ON BEHALF OF SELLER UNDER THIS AGREEMENT, WIN SELLER HAS NOT MADE AND DOES NOT HEREBY MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF OF, OR THE RESULTS TO BE OBTAINED BY BY, THE DIVISION. NOTHING HEREIN SHALL PREJUDICE OR LIMIT IN ANY WAY ANY CLAIM BY BUYER FOR ACTUAL FRAUD OR WILLFUL MISREPRESENTATION. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IIIIII OR IN ANY CERTIFICATE DELIVERED BY OR ON BEHALF OF SELLER UNDER THIS AGREEMENT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF OF, OR THE RESULTS TO BE OBTAINED BY BY, THE COMPANY OR THE DIVISION SUBSIDIARIESENTITIES, ARE HEREBY DISCLAIMED BY WINSELLER.

No Other Representations. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO ANY PARTY OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IIIIV, WIN HAS NOT MADE ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE CLOSING OR THE ANCILLARY AGREEMENTS, NONE OF BUYER OR ANY OTHER PERSON MAKES, AND DOES NOT HEREBY MAKE BUYER EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED REPRESENTATIONS IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR WARRANTIESANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, STATUTORY INCLUDING AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS THAT HAVE BEEN MADE AVAILABLE TO SELLER OR OTHERWISE, ANY OF SELLER’S REPRESENTATIVES OR IN ANY PRESENTATION OF ANY NATUREBUSINESS BY THE MANAGEMENT OF BUYER OR OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE ANCILLARY AGREEMENTS, INCLUDING WITH RESPECT TO AND NO STATEMENT CONTAINED IN ANY EXPRESS OF SUCH MATERIALS OR IMPLIED MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY AS HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY SELLER IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF ANCILLARY AGREEMENTS OR THE RESULTS TO BE OBTAINED BY THE DIVISIONTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IIIIV, ALL ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE CLOSING OR THE ANCILLARY AGREEMENTS, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER WARRANTIESPREDICTIONS, EXPRESS ANY DATA, ANY FINANCIAL INFORMATION OR IMPLIED, STATUTORY, COMMON LAW ANY MEMORANDA OR OTHERWISE, OF ANY NATUREOFFERING MATERIALS OR PRESENTATIONS, INCLUDING WITH RESPECT ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY BUYER ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF BUYER OR ANY OTHER PERSON, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY SELLER OR AFFILIATE OF SELLER IN EXECUTING, DELIVERING OR PERFORMING THIS AGREEMENT, THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF ANCILLARY AGREEMENTS OR THE RESULTS TO BE OBTAINED BY THE DIVISION SUBSIDIARIES, ARE TRANSACTIONS CONTEMPLATED HEREBY DISCLAIMED BY WINOR THEREBY.

No Other Representations. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO ANY PARTY OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IIIIII (INCLUDING IN THE DISCLOSURE SCHEDULE), WIN HAS NOT MADE ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE CLOSING OR THE ANCILLARY AGREEMENTS, NONE OF SELLER OR ANY OTHER PERSON MAKES, AND DOES NOT HEREBY MAKE SELLER EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED REPRESENTATIONS IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR WARRANTIESANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, STATUTORY INCLUDING AS TO THE MATERIALS RELATING TO ANY BUSINESS AND AFFAIRS THAT HAVE BEEN MADE AVAILABLE TO BUYER OR OTHERWISE, ANY OF BUYER’S REPRESENTATIVES OR IN ANY PRESENTATION OF ANY NATUREBUSINESS BY THE MANAGEMENT OF SELLER OR OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE ANCILLARY AGREEMENTS, INCLUDING WITH RESPECT TO AND NO STATEMENT CONTAINED IN ANY EXPRESS OF SUCH MATERIALS OR IMPLIED MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY AS HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY BUYER IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF ANCILLARY AGREEMENTS OR THE RESULTS TO BE OBTAINED BY THE DIVISIONTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IIIIII (INCLUDING IN THE DISCLOSURE SCHEDULE), ALL ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE CLOSING OR THE ANCILLARY AGREEMENTS, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER WARRANTIESPREDICTIONS, EXPRESS ANY DATA, ANY FINANCIAL INFORMATION OR IMPLIED, STATUTORY, COMMON LAW ANY MEMORANDA OR OTHERWISE, OF ANY NATUREOFFERING MATERIALS OR PRESENTATIONS, INCLUDING WITH RESPECT ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY SELLER ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF SELLER OR ANY OTHER PERSON, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY BUYER OR AFFILIATE OF BUYER IN EXECUTING, DELIVERING OR PERFORMING THIS AGREEMENT, THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF ANCILLARY AGREEMENTS OR THE RESULTS TO BE OBTAINED BY TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. NOTWITHSTANDING THE DIVISION SUBSIDIARIESFOREGOING, ARE HEREBY DISCLAIMED BY WINNOTHING IN THIS SECTION 3.24 SHALL RESTRICT OR PROHIBIT ANY CLAIM ARISING OUT OF FRAUD (AS DEFINED HEREIN) AS SET FORTH HEREIN.

No Other Representations. EXCEPT FOR AS AND TO THE REPRESENTATIONS AND WARRANTIES EXPRESSLY EXTENT SET FORTH IN THIS ARTICLE III3, WIN HAS NOT MADE AND DOES NOT HEREBY MAKE ANY EXPRESS OR IMPLIED THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIESWARRANTIES WHATSOEVER TO PARENT AND MERGER SUB AND HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, STATUTORY WARRANTY, STATEMENT OR OTHERWISEINFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO PARENT OR MERGER SUB OR THEIR RESPECTIVE REPRESENTATIVES (INCLUDING, WITHOUT LIMITATION, ANY PROPERTY RECORD AND OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PARENT OR MERGER SUB BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR ANY NATUREAFFILIATE THEREOF). SPECIFICALLY, INCLUDING WITH RESPECT TO AS PART OF (BUT NOT A LIMITATION OF) THE FOREGOING, PARENT OR MERGER SUB ACKNOWLEDGE THAT NEITHER COMPANY NOR ANY EXPRESS OR IMPLIED OTHER PERSON HAS MADE, AND THE COMPANY HEREBY EXPRESSLY DISCLAIMS, ANY REPRESENTATION OR WARRANTY (EXPRESS, IMPLIED, UNDER COMMON LAW, BY STATUTE OR OTHERWISE) RELATING TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO MODEL OR SAMPLES OF MATERIALS, THE VALUE OF, OR ASSIGNABILITY OF, THE RIGHT TO OPERATE ANY OF THE ASSETS, THE EXTENT OF OIL, GAS AND/OR OTHER MINERAL RESERVES, THE RECOVERABILITY OF OR THE COST OF ANTICIPATED PRICES AT WHICH PRODUCTION HAS BEEN OR WILL BE SOLD AND THE ABILITY TO SELL OIL OR GAS PRODUCTION FROM THE COMPANY'S OIL AND GAS INTERESTS. BY ITS ACTIONS IN CLOSING THE TRANSACTIONS CONTEMPLATED HEREBY, PARENT AND MERGER SUB ACKNOWLEDGE (OR SHALL BE DEEMED TO HAVE ACKNOWLEDGED) THAT THEY HAVE BEEN PROVIDED ACCESS TO ALL COMPANY ASSETS AND TO ALL RECORDS, PROPERTY RECORDS AND OTHER FILES, INFORMATION AND DATA TO WHICH THEY REQUESTED ACCESS, ALL IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, THAT THEY HAVE BEEN PROVIDED THE RIGHT TO SATISFY THEMSELVES AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE ASSETS ASSETS, BOTH SURFACE AND PROPERTIES OF OR THE RESULTS TO BE OBTAINED BY THE DIVISION. EXCEPT FOR THE REPRESENTATIONS SUBSURFACE, AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III, THAT PARENT AND MERGER SUB SHALL ACCEPT ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF OR THE RESULTS TO BE OBTAINED BY THE DIVISION SUBSIDIARIESSAME IN THEIR "AS IS, ARE HEREBY DISCLAIMED BY WIN.WHERE IS" CONDITION. ARTICLE 4

No Other Representations. EXCEPT FOR NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT: (A) THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY EXPRESSLY SET FORTH IN ARTICLE 3 HEREOF (AND IN THE SCHEDULES, AS AND TO THE EXTENT REQUIRED TO BE SET FORTH IN THE SCHEDULES) AND THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN OTHER TRANSACTION DOCUMENTS ARE AND SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE WITH RESPECT TO THE ACQUIRED COMPANIES TO BUYER AND MERGER SUB IN CONNECTION WITH THIS ARTICLE IIIAGREEMENT OR THE CONTEMPLATED TRANSACTIONS, WIN AND (B) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES REFERRED TO IN CLAUSE (A) ABOVE, NEITHER THE COMPANY, ITS SUBSIDIARIES, THE SELLERS, THE SELLERS’ REPRESENTATIVE NOR ANY OTHER PERSON HAS NOT MADE AND DOES NOT HEREBY MAKE OR IS MAKING ANY EXPRESS OR IMPLIED REPRESENTATIONS REPRESENTATION OR WARRANTIESWARRANTY, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF BUSINESS OR THE RESULTS ASSETS OF THE ACQUIRED COMPANIES. NOTWITHSTANDING ANYTHING TO BE OBTAINED BY THE DIVISION. CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH REFERRED TO IN THIS ARTICLE IIICLAUSE (A) ABOVE, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, COMMON LAW STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF BUSINESS OR THE RESULTS TO BE OBTAINED BY ASSETS OF THE DIVISION SUBSIDIARIESACQUIRED COMPANIES, ARE HEREBY DISCLAIMED EXPRESSLY DISCLAIMED. BUYER AND MERGER SUB HEREBY REPRESENT, WARRANT, COVENANT AND AGREE, ON BEHALF OF THEMSELVES AND THEIR RESPECTIVE AFFILIATES, THAT IN DETERMINING TO ENTER INTO AND CONSUMMATE THIS AGREEMENT AND THE CONTEMPLATED TRANSACTIONS, THEY ARE NOT RELYING UPON ANY REPRESENTATION OR WARRANTY MADE OR PURPORTEDLY MADE BY WINOR ON BEHALF OF ANY PERSON, OTHER THAN THOSE EXPRESSLY REFERRED TO IN CLAUSE (A) ABOVE.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III6 OR ELSEWHERE IN THIS AGREEMENT, WIN HAS SELLERS EXPRESSLY DISCLAIM ANY AND MAKE NO, AND SHALL NOT BE DEEMED TO HAVE MADE AND DOES NOT HEREBY MAKE ANY EXPRESS OR IMPLIED ANY, REPRESENTATIONS OR WARRANTIES, STATUTORY WRITTEN OR VERBAL, STATUTORY, EXPRESS OR IMPLIED, WITH RESPECT TO SELLERS, THE BUSINESS, THEIR OPERATIONS, ASSETS, STOCK, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS. PURCHASER AND ORBCOMM HEREBY EXPRESSLY WAIVE ANY CLAIMS AND CAUSES OF ACTION AND ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE IN EACH CASE RELATING TO THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY NATUREINFORMATION, INCLUDING DATA OR OTHER MATERIALS (WRITTEN OR VERBAL) HERETOFORE FURNISHED TO PURCHASER OR ORBCOMM AND THEIR RESPECTIVE REPRESENTATIVES BY OR ON BEHALF OF SELLERS OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE 6 OR ELSEWHERE IN THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, SELLERS ARE NOT MAKING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY EXPRESS FINANCIAL PROJECTION, EARNOUT AMOUNT OR IMPLIED REPRESENTATION OR WARRANTY AS FORECAST RELATING TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE ANTICIPATED FINANCIAL RESULTS OF THE ASSETS BUSINESS, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS, EXCEPT FOR THE REPRESENTATIONS AND PROPERTIES OF WARRANTIES IN THIS ARTICLE 6 OR THE RESULTS TO BE OBTAINED BY THE DIVISIONELSEWHERE IN THIS AGREEMENT. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY TO PURCHASER SET FORTH IN THIS ARTICLE III6 OR ELSEWHERE IN THIS AGREEMENT, ALL PURCHASER AND ORBCOMM HEREBY AGREE THAT NONE OF SELLERS WILL HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER, ORBCOMM OR PURCHASER INDEMNIFIED PARTIES OR ANY OTHER WARRANTIESPERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER OR ORBCOMM OR THEIR RESPECTIVE REPRESENTATIVES, EXPRESS OR IMPLIEDPURCHASER’S OR ORBCOMM’S OR THEIR RESPECTIVE REPRESENTATIVE’S USE OF, STATUTORYANY SUCH PROJECTION OR FORECAST AND ANY INFORMATION, COMMON LAW DOCUMENT OR OTHERWISE, OF MATERIAL MADE AVAILABLE TO PURCHASER OR ORBCOMM OR THEIR RESPECTIVE REPRESENTATIVES OR AFFILIATES IN “DATA ROOMS,” MANAGEMENT PRESENTATIONS OR ANY NATURE, INCLUDING WITH RESPECT TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OTHER FORM IN EXPECTATION OF THE ASSETS AND PROPERTIES OF OR THE RESULTS TO BE OBTAINED TRANSACTIONS CONTEMPLATED BY THE DIVISION SUBSIDIARIES, ARE HEREBY DISCLAIMED BY WINTHIS AGREEMENT.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IIIIII OR IN ANY CERTIFICATE DELIVERED BY OR ON BEHALF OF SELLER UNDER THIS AGREEMENT, WIN SELLER HAS NOT MADE AND DOES NOT HEREBY MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF OF, OR THE RESULTS TO BE OBTAINED BY BY, THE DIVISION. NOTHING HEREIN SHALL PREJUDICE OR LIMIT IN ANY WAY ANY CLAIM BY BUYER FOR ACTUAL FRAUD OR WILLFUL MISREPRESENTATION. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IIIIII OR IN ANY CERTIFICATE DELIVERED BY OR ON BEHALF OF SELLER UNDER THIS AGREEMENT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF OF, OR THE [Washington DC #361873 v9] 26 RESULTS TO BE OBTAINED BY BY, THE COMPANY OR THE DIVISION SUBSIDIARIESENTITIES, ARE HEREBY DISCLAIMED BY WINSELLER.

No Other Representations. EXCEPT FOR AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT EXECUTED AND DELIVERED BY SELLER AT CLOSING, NEITHER SELLER NOR SELLER'S REPRESENTATIVES MAKE OR HAVE MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, ITS PHYSICAL CONDITION, INCOME TO BE DERIVED THEREFROM OR EXPENSES TO BE INCURRED WITH RESPECT THERETO, OR ITS OBLIGATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE SAME. EXCEPT AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT EXECUTED AND DELIVERED BY SELLER AT CLOSING, ALL ASSETS SOLD HEREBY ARE SOLD "AS IS" AND "WHERE IS." THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS BETWEEN SELLER AND WARRANTIES PURCHASER COLLATERAL TO OR AFFECTING THE PROPERTY EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH IN THIS ARTICLE III, WIN HAS NOT MADE AGREEMENT OR ANY DOCUMENT EXECUTED AND DOES NOT HEREBY MAKE DELIVERED BY SELLER AT CLOSING. ANY SUIT BY A PARTY FOR ANY BREACH BY THE OTHER PARTY OF ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, STATUTORY OR OTHERWISE, REPRESENTATION AND WARRANTY CONTAINED IN PARAGRAPH 12 HEREOF SHALL BE FOREVER BARRED UNLESS WRITTEN NOTICE OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS CLAIM BY A PARTY HAS BEEN DELIVERED TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OTHER PARTY PRIOR TO THE EXPIRATION OF TWELVE (12) MONTHS FROM THE DATE OF THE ASSETS AND PROPERTIES OF OR THE RESULTS TO BE OBTAINED BY THE DIVISION. EXCEPT FOR THE CLOSING AT WHICH SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IIIWERE MADE, ALL OTHER WARRANTIESAND NO ACTION BASED THEREON SHALL BE COMMENCED MORE THAN EIGHTEEN (18) MONTHS AFTER THAT DATE, EXPRESS OR IMPLIEDEXCEPT THAT REPRESENTATIONS AND WARRANTIES MADE BY SELLER SHALL EXPIRE, STATUTORY, COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT (A) AS THE SAME APPLIES TO THE MERCHANTABILITYSPACES AND LEASES COVERED BY THE MASTER LEASE, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF SHALL EXPIRE TWELVE (12) MONTHS AFTER THE ASSETS DATE SUCH SPACE IS RELEASED FROM THE MASTER LEASE AND PROPERTIES OF OR (B) AS THE RESULTS SAME APPLIES TO THE WORK REQUIRED TO BE OBTAINED PERFORMED BY SELLER UNDER THE DIVISION SUBSIDIARIESESCROW AGREEMENT, ARE HEREBY DISCLAIMED BY WINSHALL EXPIRE TWELVE (12) MONTHS AFTER THE AMOUNT ESCROWED THEREFOR IS RELEASED FROM THE ESCROW.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IIIAGREEMENT OR ANY OF THE TRANSACTION DOCUMENTS (OTHER THAN THE TRANSITION AGREEMENT), WIN SELLER HAS NOT MADE AND DOES NOT HEREBY MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF OF, OR THE RESULTS TO BE OBTAINED BY BY, THE DIVISION. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IIIAGREEMENT OR ANY OF THE TRANSACTION DOCUMENTS (OTHER THAN THE TRANSITION AGREEMENT), ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF OF, OR THE RESULTS TO BE OBTAINED BY BY, THE COMPANY OR THE DIVISION SUBSIDIARIESENTITIES, ARE HEREBY DISCLAIMED BY WINSELLER.

No Other Representations. Except as and to the extent expressly set forth in this Section 4 or Section 5, neither the Company or any Principal Shareholder makes any representations or warranties whatsoever to Purchaser or any other Person, and hereby disclaim all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or any other Person (including without limitation any opinion, information, projection, or advice that may have been or may be provided to Purchaser or any other Person by any director, officer, employee, agent, consultant, or representative of the Company or any Principal Shareholder). Without limiting the generality of the foregoing, except as and only to the extent expressly set forth in this Section 4, NEITHER THE COMPANY NOR ANY PRINCIPAL SHAREHOLDER MAKES ANY REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO (I) THE CONDITION, REPAIR, MAINTENANCE, DESIGN, OR MARKETABILITY OF THE PURCHASED ASSETS OR ANY PORTION THEREOF, (II) THE OPERATIONS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL OR OTHERWISE), OR PROSPECTS OF THE BUSINESS, OR (III) ANY MATERIALS OR INFORMATION THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PURCHASER OR ANY OTHER PERSON IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, INCLUDING WITHOUT LIMITATION NO WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT, EXCEPT FOR AS AND ONLY TO THE REPRESENTATIONS AND WARRANTIES EXTENT EXPRESSLY SET FORTH IN THIS ARTICLE IIISECTIONN 4, WIN HAS NOT MADE PURCHASER WILL OBTAIN RIGHTS IN THE PURCHASED ASSETS IN THEIR PRESENT CONDITION AND DOES NOT HEREBY MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIESSTATE OF REPAIR, STATUTORY OR OTHERWISE“AS IS” AND “WHERE IS”. Neither the Company nor any Principal Shareholder is, OF ANY NATUREdirectly or indirectly, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITYmaking any representations or warranties regarding any pro-forma financial information, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF OR THE RESULTS TO BE OBTAINED BY THE DIVISION. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF OR THE RESULTS TO BE OBTAINED BY THE DIVISION SUBSIDIARIES, ARE HEREBY DISCLAIMED BY WINfinancial projections or other forward-looking statements with respect to the Company or the Business.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IIIIV, WIN BUYER HAS NOT MADE AND DOES NOT HEREBY MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO WARRANTIES OF TRANSFER WITH RESPECT TO THE TRANSFER OF THE BUYER SHARES, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY UNDER SECTION 8-108 OF THE UNIFORM COMMERCIAL CODE, OR WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF OR THE RESULTS TO BE OBTAINED BY THE DIVISIONBUYER OR THE BUYER SHARES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IIIIV, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO WARRANTIES OF TRANSFER WITH RESPECT TO THE TRANSFER OF THE BUYER SHARES, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY UNDER SECTION 8-108 OF THE UNIFORM COMMERCIAL CODE, OR WITH RESPECT TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF OR THE RESULTS TO BE OBTAINED BY OF THE DIVISION SUBSIDIARIES, BUYER OR THE BUYER SHARES ARE HEREBY DISCLAIMED BY WINBUYER.

No Other Representations. EXCEPT FOR AS AND TO THE REPRESENTATIONS AND WARRANTIES EXPRESSLY EXTENT SET FORTH IN ARTICLE IV AND THIS ARTICLE IIIV, WIN HAS NOT MADE THE SELLERS MAKE NO REPRESENTATION OR WARRANTY WHATSOEVER TO BUYER AND DOES NOT HEREBY MAKE DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY EXPRESS REPRESENTATION, WARRANTY, STATEMENT, OR IMPLIED REPRESENTATIONS INFORMATION MADE, COMMUNICATED, OR WARRANTIESFURNISHED (ORALLY OR IN WRITING) TO BUYER OR ITS REPRESENTATIVES (INCLUDING WITHOUT LIMITATION ANY OPINION, STATUTORY INFORMATION, PROJECTION, OR OTHERWISEADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER BY ANY MANAGER, OFFICER, EMPLOYEE, AGENT, CONSULTANT, LEGAL OR FINANCIAL ADVISER OR REPRESENTATIVE OF THE COMPANY OR ANY NATURE, INCLUDING AFFILIATE THEREOF) WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF OR THE RESULTS TO BE OBTAINED BY THE DIVISIONSUBJECT MATTER HEREOF. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH CONTAINED IN ARTICLE IV AND THIS ARTICLE IIIV, ALL OTHER WARRANTIESTHE SELLERS HEREBY EXPRESSLY DISCLAIM AND NEGATE ANY REPRESENTATION OR WARRANTY, EXPRESS EXPRESSED OR IMPLIED, STATUTORYAT COMMON LAW, COMMON LAW BY STATUTE, OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT RELATING TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY CONDITION OF THE ASSETS OF THE COMPANY (INCLUDING ANY IMPLIED OR EXPRESSED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY A PARTICULAR PURPOSE PURPOSE, OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS). THE SELLERS MAKE NO REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE FUTURE SUCCESS OR PROFITABILITY OF THE ASSETS AND PROPERTIES BUSINESS OF OR THE RESULTS TO BE OBTAINED BY THE DIVISION SUBSIDIARIES, ARE HEREBY DISCLAIMED BY WINCOMPANY.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS EXPRESSLY SET FORTH IN THIS ARTICLE III, WIN HAS NOT MADE AND DOES NOT HEREBY MAKE ANY SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED IMPLIED, AT LAW OR IN EQUITY, RELATING TO THE COMPANY, SELLER OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES, STATUTORY OR OTHERWISE, OF WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED INCLUDING ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY A PARTICULAR PURPOSE OF PURPOSE. WITHOUT LIMITING THE ASSETS AND PROPERTIES OF OR THE RESULTS TO BE OBTAINED BY THE DIVISION. FOREGOING, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS EXPRESSLY SET FORTH IN THIS ARTICLE III, ALL OTHER WARRANTIESSELLER MAKES NO, EXPRESS AND SHALL NOT BE DEEMED TO HAVE MADE ANY, REPRESENTATION OR IMPLIEDWARRANTY TO BUYER WITH RESPECT TO (A) ANY PROJECTIONS, STATUTORYESTIMATES OR BUDGETS HERETOFORE DELIVERED TO OR MADE AVAILABLE TO BUYER OR ANY OF ITS AFFILIATES, COMMON LAW COUNSEL, ACCOUNTANTS OR ADVISORS OF FUTURE REVENUES, EXPENSES OR EXPENDITURES OR FUTURE RESULTS OF OPERATIONS OF THE COMPANY OR (B) IN THE MATERIALS RELATING TO SELLER, THE COMPANY MADE AVAILABLE TO BUYER OR IN ANY PRESENTATION OF THE BUSINESS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE, OF IT BEING UNDERSTOOD THAT ANY NATUREPROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING BUT NOT LIMITED TO, THE COMPANY CONFIDENTIAL OVERVIEWS MADE AVAILABLE BY SELLER AND ITS REPRESENTATIVES ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF SELLER, THE COMPANY, EXCEPT TO THE EXTENT SPECIFICALLY REFERENCED HEREIN OR (C) ANY OTHER INFORMATION OR DOCUMENTS (FINANCIAL OR OTHERWISE) MADE AVAILABLE TO THE BUYER OR ANY OF ITS AFFILIATES, COUNSEL, ACCOUNTANTS OR ADVISORS WITH RESPECT TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS COMPANY. BUYER HEREBY ACKNOWLEDGES AND PROPERTIES OF OR THE RESULTS AGREES TO BE OBTAINED BY THE DIVISION SUBSIDIARIES, ARE HEREBY DISCLAIMED BY WINSUCH DISCLAIMER.

No Other Representations. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO ANY PARTY OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IIIV, WIN HAS NOT MADE ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE CLOSING OR THE ANCILLARY AGREEMENTS, NONE OF BUYER OR ANY OTHER PERSON MAKES, AND DOES NOT HEREBY MAKE BUYER EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED REPRESENTATIONS IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR WARRANTIES, STATUTORY ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR OTHERWISE, OF ANY NATURETHEREBY, INCLUDING AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS THAT HAVE BEEN MADE AVAILABLE TO SELLER OR ANY OF SELLER’S REPRESENTATIVES OR IN ANY PRESENTATION OF THE BUSINESS BY THE MANAGEMENT OF BUYER OR OTHERS IN CONNECTION WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE ANCILLARY AGREEMENTS, AND NO STATEMENT CONTAINED IN ANY EXPRESS OF SUCH MATERIALS OR IMPLIED MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY AS HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY SELLER IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF ANCILLARY AGREEMENTS OR THE RESULTS TO BE OBTAINED BY THE DIVISIONTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IIIV, ALL ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE CLOSING OR THE ANCILLARY AGREEMENTS, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER WARRANTIESPREDICTIONS, EXPRESS ANY DATA, ANY FINANCIAL INFORMATION OR IMPLIED, STATUTORY, COMMON LAW ANY MEMORANDA OR OTHERWISE, OF ANY NATUREOFFERING MATERIALS OR PRESENTATIONS, INCLUDING WITH RESPECT ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY BUYER ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF BUYER OR ANY OTHER PERSON, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY SELLER OR AFFILIATE OF SELLER IN EXECUTING, DELIVERING OR PERFORMING THIS AGREEMENT, THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF ANCILLARY AGREEMENTS OR THE RESULTS TO BE OBTAINED BY THE DIVISION SUBSIDIARIES, ARE TRANSACTIONS CONTEMPLATED HEREBY DISCLAIMED BY WINOR THEREBY.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III, WIN SELLER HAS NOT MADE AND DOES NOT HEREBY MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO WARRANTIES OF TRANSFER WITH RESPECT TO THE TRANSFER OF THE SHARES, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY UNDER SECTION 8-108 OF THE UNIFORM COMMERCIAL CODE, OR WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF OR THE RESULTS TO BE OBTAINED BY THE DIVISIONCONTINUING BUSINESS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO WARRANTIES OF TRANSFER WITH RESPECT TO THE TRANSFER OF THE SHARES, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY UNDER SECTION 8-108 OF THE UNIFORM COMMERCIAL CODE, OR WITH RESPECT TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS AND PROPERTIES OF OR THE RESULTS TO BE OBTAINED BY OF THE DIVISION SUBSIDIARIES, COMPANY OR ITS SUBSIDIARIES ARE HEREBY DISCLAIMED BY WINSELLER.