Common use of No Representations or Warranties; Consents Clause in Contracts

No Representations or Warranties; Consents. Each of the parties hereto understands and agrees that no party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party or (ii) as to the legal sufficiency to convey title to any asset transferred pursuant to this Agreement or any Related Agreement, including, without limitation, any Conveyancing and Assumption Instruments. It is also agreed and understood that there are no warranties, express or implied, as to the merchantability or fitness of any of the assets either transferred to or retained by the parties, as the case may be, and all such assets shall be "as is, where is" and "with all faults" (provided, however, that the absence of warranties shall have no effect upon the allocation of liabilities under this Agreement). Similarly, each party hereto understands and agrees that no party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and the making of any filings or applications contemplated by this Agreement will satisfy the provisions of any or all applicable laws or judgments or other instruments or agreements relating to such assets. Notwithstanding the foregoing, the parties shall use their good faith efforts to obtain all consents and approvals, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this Agreement, and shall take all such further reasonable actions as shall be reasonably necessary to preserve for each of LTC and Healthcare, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and liabilities provided for in this Agreement. In case at any time after the Distribution Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action.

No Representations or Warranties; Consents. Each of the parties hereto understands and agrees that no party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party or (ii) as to the legal sufficiency to convey title to any asset transferred pursuant to this Agreement or any Related Agreement, including, without limitation, any Conveyancing and Assumption Instruments. It is also agreed and understood that there are no warranties, express or implied, as to the merchantability or fitness of any of the assets either transferred to or retained by the parties, as the case may be, and all such assets shall be "as is, where is" and "with all faults" (provided, however, that the absence of warranties shall have no effect upon the allocation of liabilities under this Agreement). Similarly, each party hereto understands and agrees that no party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and the making of any filings or applications contemplated by this Agreement will satisfy the provisions of any or all applicable laws or judgments or other instruments or agreements relating to such assets. Notwithstanding the foregoing, the parties shall use their good faith efforts to obtain all consents and approvals, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this Agreement, and shall take all such further reasonable actions as shall be reasonably necessary to preserve for each of LTC ERC and HealthcareEvercel, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and liabilities provided for in this Agreement. In case at any time after the Distribution Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action.

No Representations or Warranties; Consents. Each of the parties hereto understands and agrees that no party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party or (ii) as to the legal sufficiency to convey title to any asset transferred pursuant to this Agreement or any Related Agreement, including, without limitation, any Conveyancing and Assumption Instruments. It is also agreed and understood that there are no warranties, express or implied, as to the merchantability or fitness of any of the assets either transferred to or retained by the parties, as the case may be, and all such assets shall be "as is, where is" and "with all faults" (provided, however, that the absence of warranties shall have no effect upon the allocation of liabilities under this Agreement). Similarly, each party hereto understands and agrees that no party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and the making of any filings or applications contemplated by this Agreement will satisfy the provisions of any or all applicable laws or judgments or other instruments or agreements relating to such assets. Notwithstanding the foregoing, the parties shall use their good faith efforts to obtain all consents and approvals, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this Agreement, and shall take all such further reasonable actions as shall be reasonably necessary to preserve for each of LTC Excel, EDV and HealthcareLegacy, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and liabilities provided for in this Agreement. In case at any time after the Distribution Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action.

No Representations or Warranties; Consents. Each of the parties hereto understands and agrees that no party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party party, or (ii) as to the legal sufficiency to convey title to any an asset transferred pursuant to this Agreement or any Related an Ancillary Agreement, including, without limitation, any Conveyancing and Assumption Instrumentsconveyancing or assumption instruments. It is also agreed and understood that there are no warrantieswarranties whatsoever, express or implied, given by either party to this Agreement, as to the condition, quality, merchantability or fitness of any of the assets either assets, businesses or other rights transferred to or retained by the parties, as the case may be, and all such assets assets, businesses and other rights shall be "as is, where is" and "with all faults" (provided, however, provided that the absence of warranties given by the parties shall not negate the allocation of Liabilities under this Agreement and shall have no effect upon the allocation of liabilities under this Agreementon any manufacturers, sellers, or other third party warranties that are intended to be transferred with such assets). Similarly, each party hereto understands and agrees that no party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and the making taking of any filings or applications contemplated by this Agreement will satisfy the provisions of any or all applicable laws or judgments or other instruments or agreements relating to such assets. Notwithstanding the foregoing, the parties shall use their good faith efforts to obtain all consents and approvals, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this Agreement, and shall take all such further reasonable actions as shall be deemed reasonably necessary to preserve for each of LTC Holdings and HealthcareARAC, to the greatest extent reasonably feasible, consistent with this Agreement, the economic and operational benefits of the allocation of assets and liabilities provided for in this Agreement. In case at any time after the Distribution Separation Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action, provided that any financial cost shall be borne by the party receiving the benefit of the action.

No Representations or Warranties; Consents. Each of the parties hereto understands and agrees that no party hereto is, in this Agreement or Agreement, in any other agreement or document contemplated by this Agreement Related Agreement, or otherwise, representing or warranting in any way (ia) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party party; or (iib) as to the legal sufficiency to convey title to any asset transferred pursuant to this Agreement or any Related Agreement. IT IS ALSO AGREED AND UNDERSTOOD THAT THERE ARE NO WARRANTIES, includingEXPRESS OR IMPLIED, without limitationAS TO THE MERCHANTABILITY OR FITNESS OF ANY OF THE ASSETS EITHER TRANSFERRED TO OR RETAINED BY THE PARTIES, any Conveyancing and Assumption Instruments. It is also agreed and understood that there are no warrantiesAS THE CASE MAY BE, express or impliedAND ALL SUCH ASSETS SHALL BE "AS IS, as to the merchantability or fitness of any of the assets either transferred to or retained by the parties, as the case may be, and all such assets shall be WHERE IS" AND "as is, where is" and WITH ALL FAULTS"with all faults" (; provided, however, that the absence of warranties shall have no effect upon the allocation of liabilities Liabilities under this Agreement). Similarly, each Each party hereto understands and agrees that no party hereto is, in this Agreement or Agreement, in any other agreement or document contemplated by this Related Agreement or otherwise, representing or warranting in any way that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and the making of any filings or applications contemplated by this Agreement, any Related Agreement or otherwise will satisfy the provisions of any or all applicable laws or judgments or other instruments or agreements relating to such assets, including without limitation, the Gaming Laws. Notwithstanding the foregoing, the parties shall use their good faith efforts to obtain all consents and approvals, including, without limitation, pursuant to the Gaming Laws, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this AgreementAgreement and the Related Agreements, and shall take all such further reasonable actions as shall be reasonably necessary to preserve for each of LTC the Non-Mississippi Group and Healthcarethe Mississippi Group, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and liabilities provided for in this Agreement. In case at any time after the Distribution Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action.

No Representations or Warranties; Consents. Each of the parties hereto understands and agrees that that, except as expressly provided to the contrary in this Agreement, no party hereto is, in this Agreement or in any other agreement or document Transaction Agreement contemplated by this Agreement or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party or (ii) as to the legal sufficiency to convey title to any asset transferred pursuant to this Agreement or any Related Agreement, other Transaction Agreement including, without limitation, any Conveyancing conveyancing and Assumption Instrumentsassumption instrument. It is also agreed and understood that there are no warrantieswarranties whatsoever, express or implied, given by either party to this Agreement, as to the condition, quality, merchantability or fitness of any of the assets assets, businesses or other rights either transferred to or retained by the parties, as the case may be, and all such assets assets, businesses or other rights shall be "as is, where is" and "with all faults" ("; provided, however, that the absence of warranties given by the parties shall have no effect upon not negate the allocation of liabilities under this Agreement)Agreement and shall have no effect on any third parties' warranties which are intended to be transferred with such assets. Similarly, each Each party hereto understands and agrees that that, except as expressly provided to the contrary in any other Transaction Agreement, no party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and the making of any filings or applications contemplated by this Agreement or any other agreement or document contemplated by this Agreement or otherwise will satisfy the provisions of any or all applicable laws or judgments or other instruments or agreements relating to such assets, it being agreed and understood that the party to which any Assets are transferred shall bear the economic and legal risk that any necessary consents or approvals are not obtained or that any requirements of laws or judgments are not complied with. Notwithstanding the foregoing, the parties shall use their good faith efforts to obtain all consents and approvals, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this Agreement, and shall take including, without limitation, all such further reasonable actions as shall be reasonably necessary to preserve for each of LTC and Healthcare, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and liabilities provided for in this Agreementapplicable regulatory filings. In case at any time after the Distribution Date any further action is actions are necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable actionactions.

No Representations or Warranties; Consents. (a) Each of the parties hereto understands and agrees that no party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party party, or (ii) as to the legal sufficiency to convey title to any an asset transferred pursuant to this Agreement or any Related Agreement, including, without limitation, any Conveyancing and Assumption Instrumentsconveyancing or assumption instruments. It is also agreed and understood that there are no warrantieswarranties whatsoever, express or implied, given by either party to this Agreement, as to the condition, quality, merchantability or fitness of any of the assets either assets, businesses or other rights transferred to or retained by the parties, as the case may be, and all such assets assets, businesses and other rights shall be "as is, where is" and "with all faults" (provided, however, provided that the absence of warranties given by the parties shall not negate the allocation of Liabilities under this Agreement and shall have no effect upon on any manufacturers, sellers, or other third party warranties that are intended to be transferred with such assets), and inSilicon shall bear the allocation economic and legal risks that any conveyance shall prove to be insufficient to vest in it good and marketable title, free and clear of liabilities under this Agreementany security interest, pledge, lien, charge, claim, option, right to acquire, covenant, condition, restriction on transfer or other encumbrance of any nature whatsoever. Notwithstanding the foregoing, Phoenix represents and warrants to inSilicon that it has good and marketable title to the Intellectual Property listed on Schedule 2.4(a). Similarly, each . (b) Each party hereto understands and agrees that no party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way that the obtaining of any consents or approvalsConsents, the execution and delivery of any amendatory agreements and the making taking of any filings or applications contemplated by this Agreement will satisfy the provisions of any or all applicable laws or judgments or other instruments or agreements relating to such assets. Notwithstanding the foregoing, the parties shall use their good faith commercially reasonable efforts in the United States (and best efforts in jurisdictions outside the United States) to obtain all consents and approvals, to enter into all Consents (including such Consents as may be required by any Governmental Authority). The parties shall also use commercially reasonable amendatory agreements and efforts to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this Agreement, and shall take all such further reasonable actions as shall be deemed reasonably necessary to preserve for each of LTC Phoenix and HealthcareinSilicon, to the greatest extent reasonably feasible, consistent with this Agreement, the economic and operational benefits of the allocation of assets and liabilities provided for in this Agreement. In case at any time after the Distribution Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action.

No Representations or Warranties; Consents. Each of the parties hereto understands and agrees that no party hereto is, in this Agreement or Agreement, in any other agreement or document contemplated by this Agreement Related Agreement, or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party or (ii) as to the legal sufficiency to convey title to any asset transferred pursuant to this Agreement or any Related Agreement, including, without limitation, any Conveyancing and Assumption Instruments. It is also agreed and understood that there are no warranties, express or implied, as to the merchantability or fitness of any of the assets either transferred to or retained by the parties, as the case may be, and all such assets shall be "as is, where is" and "with all faults" (provided, however, that the absence of warranties shall have no effect upon the allocation of liabilities Liabilities under this Agreement). Similarly, each Each party hereto understands and agrees that no party hereto is, in this Agreement or Agreement, in any other agreement or document contemplated by this Related Agreement or otherwise, representing or warranting in any way that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and the making of any filings or applications contemplated by this Agreement, any Related Agreement or otherwise will satisfy the provisions of any or all applicable laws or judgments or other instruments or agreements relating to such assets. Notwithstanding the foregoing, the parties shall use their good faith efforts to obtain all consents and approvals, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this AgreementAgreement and the Related Agreements, and shall take all such further reasonable actions as shall be reasonably necessary to preserve for each of LTC the Franchising Group and Healthcarethe Real Estate Group, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and liabilities provided for in this Agreement. In case at any time after the Distribution Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action.

No Representations or Warranties; Consents. Each of the parties hereto BJI understands and ------------------------------------------ hereby agrees that no party hereto isWaban is not, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, nor shall Waban be deemed or implied to be, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party to be transferred to BJI as contemplated by this Section 2.2 or (ii) as to the legal sufficiency to convey title to any such asset transferred pursuant to of the execution, delivery and filing of this Agreement or any Related AgreementConveyancing Instrument, includingIT BEING UNDERSTOOD AND HEREBY AGREED THAT ALL SUCH ASSETS ARE BEING TRANSFERRED "AS IS, without limitation, WHERE IS" and that BJI shall bear the economic and legal risk that any Conveyancing and Assumption Instruments. It is also agreed and understood conveyances of such assets shall prove to be insufficient (subject to Section 2.2.4(a)) or that there are no warranties, express BJI or implied, as to the merchantability or fitness of any of the assets either transferred its Subsidiaries' title to or retained by the parties, as the case may be, and all any such assets shall be "as is, where is" other than good and "with all faults" (provided, however, that the absence of warranties shall have no effect upon the allocation of liabilities under this Agreement)marketable and free from encumbrances. Similarly, each party hereto BJI understands and hereby agrees that no party hereto isWaban is not, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, nor shall Waban be deemed or implied to be, representing or warranting in any way that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and the making of any filings or applications contemplated by this Agreement will or such other agreements or documents shall satisfy the provisions of any or all applicable agreements or the requirements of any or all applicable laws or judgments, it being understood and hereby agreed that BJI shall bear the economic and legal risk that any necessary consents or approvals are not obtained or that any requirements of laws or judgments or other instruments or agreements relating to such assetsare not complied with. Notwithstanding the foregoing, the parties shall use their good faith reasonable efforts to obtain all consents and approvals, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this Agreement, and shall take all such further reasonable actions as shall be reasonably necessary to preserve for each of LTC and Healthcare, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and liabilities provided for in this Agreement. In case at any time after the Distribution Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action.

No Representations or Warranties; Consents. Each of the parties hereto understands and agrees that no party hereto is, is in this Agreement or in any other agreement or document contemplated by delivered pursuant to this Agreement or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance Encumbrance of, or any other matter concerning, any assets of such party or (ii) as to the legal sufficiency to convey title to any asset transferred pursuant to this Agreement to, or any Related Agreementother matter concerning any Spin-Off Asset or Merger Asset. IT IS ALSO AGREED THAT THERE ARE NO WARRANTIES, includingEXPRESS OR IMPLIED, without limitationAS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE SPIN-OFF ASSETS OR THE MERGER ASSETS, any Conveyancing and Assumption InstrumentsAND ALL SUCH ASSETS ARE BEING TRANSFERRED "AS IS, WHERE IS" AND "WITH ALL FAULTS"; PROVIDED, HOWEVER, THAT THE ABSENCE OF WARRANTIES WILL HAVE NO EFFECT UPON THE ALLOCATION OF LIABILITIES UNDER THIS AGREEMENT OR THE MERGER AGREEMENT. It is also agreed and understood that there are no warranties, express or implied, as to the merchantability or fitness of any of the assets either transferred to or retained by the parties, as the case may be, and all such assets shall be "as is, where is" and "with all faults" (provided, however, that the absence of warranties shall have no effect upon the allocation of liabilities under this Agreement). Similarly, each Each party hereto understands and agrees that no party hereto is, is in this Agreement or in any other agreement or document contemplated by delivered pursuant to this Agreement or otherwise, representing or warranting in any way that any consents or approvals required to effect the transactions described herein will be obtained or that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and or the making of any filings or applications contemplated by this Agreement will satisfy the provisions of any or all applicable laws or judgments or other instruments or agreements relating to such assets. Notwithstanding the foregoing, the parties shall use their good faith efforts to obtain all consents and approvals, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this Agreement, and shall take all such further reasonable actions as shall be reasonably necessary to preserve for each of LTC and Healthcare, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and liabilities provided for in this Agreement. In case at any time after the Distribution Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action.any

No Representations or Warranties; Consents. Each of the parties hereto understands and agrees that no party hereto is, in this Agreement or Agreement, in any other agreement or document contemplated by this Agreement Related Agreement, or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party or (ii) as to the legal sufficiency to convey title to any asset transferred pursuant to this Agreement or any Related Agreement. IT IS ALSO AGREED AND UNDERSTOOD THAT THERE ARE NO WARRANTIES, includingEXPRESS OR IMPLIED, without limitationAS TO THE MERCHANTABILITY OR FITNESS OF ANY OF THE ASSETS EITHER TRANSFERRED TO OR RETAINED BY THE PARTIES, any Conveyancing and Assumption Instruments. It is also agreed and understood that there are no warrantiesAS THE CASE MAY BE, express or impliedAND ALL SUCH ASSETS SHALL BE "AS IS, as to the merchantability or fitness of any of the assets either transferred to or retained by the partiesWHERE IS" AND "WITH ALL FAULTS;" PROVIDED, as the case may be, and all such assets shall be "as is, where is" and "with all faults" (provided, howeverHOWEVER, that the absence of warranties shall have no effect upon the allocation of liabilities Liabilities under this Agreement). Similarly, each Each party hereto understands and agrees that no party hereto is, in this Agreement or Agreement, in any other agreement or document contemplated by this Related Agreement or otherwise, representing or warranting in any way that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and the making of any filings or applications contemplated by this Agreement, any Related Agreement or otherwise will satisfy the provisions of any or all applicable laws or judgments or other instruments or agreements relating to such assets, including without limitation, the Gaming Laws. Notwithstanding the foregoing, the parties shall use their good faith efforts to obtain all consents and approvals, including, without limitation, pursuant to the Gaming Laws, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this AgreementAgreement and the Related Agreements, and shall take all such further reasonable actions as shall be reasonably necessary to preserve for each of LTC the Gaming Group and Healthcarethe Retained Business Group, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and liabilities provided for in this Agreement. In case at any time after the Distribution Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action.

No Representations or Warranties; Consents. Each of the parties hereto understands and agrees that that, except as expressly provided to the contrary in this Agreement or any other Transaction Agreement, no party hereto is, in this Agreement or in any other agreement or document Transaction Agreement contemplated by this Agreement or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any assets Assets of such party or (ii) as to the legal sufficiency to convey title to any asset Asset transferred pursuant to this Agreement or any Related Agreement, other Transaction Agreement including, without limitation, any Conveyancing and Assumption InstrumentsInstrument. It is also agreed and understood that there are no warrantieswarranties whatsoever, express or implied, given by either party to this Agreement, as to the condition, quality, merchantability or fitness of any of the assets Assets, businesses or other rights either transferred to or retained by the parties, as the case may be, and all such assets Assets, businesses or other rights shall be "as is, where is" and "with all faults" ("; provided, however, that the absence of warranties given by the parties shall not negate the allocation of Liabilities under this Agreement and shall have no effect upon the allocation of liabilities under this Agreement)on any manufacturers', sellers' or other third parties' warranties which are intended to be transferred with such Assets. Similarly, each Each party hereto understands and agrees that that, except as expressly provided to the contrary in any other Transaction Agreement, no party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and the making of any filings or applications contemplated by this Agreement or any other agreement or document contemplated by this Agreement or otherwise will satisfy the provisions of any or all applicable laws or judgments or other instruments or agreements relating to such assetsAssets, it being agreed and understood that the party to which any Assets are transferred shall bear the economic and legal risk that any necessary consents or approvals are not obtained or that any requirements of laws or judgments are not complied with. Notwithstanding the foregoing, the parties shall use their good faith efforts to obtain all consents and approvals, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this Agreement, and shall take including, without limitation, all such further reasonable actions as shall be reasonably necessary to preserve for each of LTC and Healthcare, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and liabilities provided for in this Agreementapplicable regulatory filings. In case at any time after the Distribution Date any further action is actions are necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable actionactions.

No Representations or Warranties; Consents. Each of the parties hereto understands and agrees that no party hereto is, in this Agreement or Agreement, in any other agreement or document contemplated by this Agreement Related Agreement, or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party or (ii) as to the legal sufficiency to convey title to any asset transferred pursuant to this Agreement or any Related Agreement. IT IS ALSO AGREED AND UNDERSTOOD THAT THERE ARE NO WARRANTIES, includingEXPRESS OR IMPLIED, without limitationAS TO THE MERCHANTABILITY OR FITNESS OF ANY OF THE ASSETS EITHER TRANSFERRED TO OR RETAINED BY THE PARTIES, any Conveyancing and Assumption Instruments. It is also agreed and understood that there are no warrantiesAS THE CASE MAY BE, express or impliedAND ALL SUCH ASSETS SHALL BE "AS IS, as to the merchantability or fitness of any of the assets either transferred to or retained by the partiesWHERE IS" AND "WITH ALL FAULTS;" PROVIDED, as the case may be, and all such assets shall be "as is, where is" and "with all faults" (provided, howeverHOWEVER, that the absence of warranties shall have no effect upon the allocation of liabilities Liabilities under this Agreement). Similarly, each Each party hereto understands and agrees that no party hereto is, in this Agreement or Agreement, in any other agreement or document contemplated by this Agreement Related Agreement, or otherwise, representing or warranting in any way that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and the making of any filings or applications contemplated by this Agreement Agreement, any Related Agreement, or otherwise, will satisfy the provisions of any or all applicable laws or judgments or other instruments or agreements relating to such assets, including without limitation, the Gaming Laws. Notwithstanding the foregoing, the parties shall use their good faith efforts to obtain all consents and approvals, including, without limitation, pursuant to the Gaming Laws, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this AgreementAgreement and the Related Agreements, and shall take all such further reasonable actions as shall be reasonably necessary to preserve for each of LTC the Gaming Group and Healthcarethe Retained Business Group, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and liabilities provided for in this Agreement. In case at any time after the Distribution Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action.

No Representations or Warranties; Consents. Each of the parties hereto MMI Holdings understands ------------------------------------------ and hereby agrees that no party hereto isStream International is not, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, nor shall Stream International be deemed or implied to be, representing or warranting in any way except as, and only to the extent, required by applicable law (i) as to the value or freedom from encumbrance or Security Interest of, or any other matter concerning, any assets of such party the MMI Assets transferred or to be transferred to MMI Holdings as contemplated by this Article 2 or (ii) as to the legal sufficiency to convey title to any asset transferred pursuant to such Asset of the execution, delivery and filing of this Agreement or any Related Ancillary Agreement, including, without limitation, any Conveyancing Instruments, IT BEING UNDERSTOOD AND HEREBY AGREED THAT ALL MMI ASSETS ARE BEING TRANSFERRED "AS IS, WHERE IS" and Assumption Instruments. It is also agreed that MMI Holdings shall bear the economic and understood legal risk that there are no warranties, express any conveyances of such Assets shall prove to be insufficient or implied, as to the merchantability that MMI Holdings or fitness of any of the assets either transferred its Subsidiaries' title to or retained by the parties, as the case may be, and all any such assets shall be "as is, where is" other than good and "with all faults" (provided, however, that the absence of warranties shall have no effect upon the allocation of liabilities under this Agreement)marketable and free from encumbrances or Security Interests. Similarly, each party hereto MMI Holdings understands and hereby agrees that no party hereto isStream International is not, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, nor shall Stream International be deemed or implied to be, representing or warranting in any way that the obtaining of any consents Consents or approvalsGovernmental Approvals, the execution and delivery of any amendatory agreements and the making of any filings or applications contemplated by this Agreement will or such other agreements or documents shall satisfy the provisions of any or all applicable agreements or the requirements of any or all applicable laws or judgments, it being understood and hereby agreed that MMI Holdings and the MMI Subsidiaries shall bear the economic and legal risk that any necessary Consents or Governmental Approvals are not obtained or that any requirements of laws or judgments or other instruments or agreements relating to such assetsare not complied with. Notwithstanding the foregoing, the parties shall use their good faith reasonable efforts to obtain all consents Consents and approvalsGovernmental Approvals, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this Agreement, and shall take all such further reasonable actions as shall be reasonably necessary to preserve for each of LTC and Healthcare, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and liabilities provided for in this Agreement. In case at any time after the Distribution Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action.

No Representations or Warranties; Consents. Each of the parties hereto BJI understands ------------------------------------------ and hereby agrees that no party hereto isWaban is not, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, nor shall Waban be deemed or implied to be, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party to be transferred to BJI as contemplated by this Section 2.2 or (ii) as to the legal sufficiency to convey title to any such asset transferred pursuant to of the execution, delivery and filing of this Agreement or any Related AgreementConveyancing Instrument, includingIT BEING UNDERSTOOD AND HEREBY AGREED THAT ALL SUCH ASSETS ARE BEING TRANSFERRED "AS IS, without limitation, WHERE IS" and that BJI shall bear the economic and legal risk that any Conveyancing and Assumption Instruments. It is also agreed and understood conveyances of such assets shall prove to be insufficient (subject to Section 2.2.4(a)) or that there are no warranties, express BJI or implied, as to the merchantability or fitness of any of the assets either transferred its Subsidiaries' title to or retained by the parties, as the case may be, and all any such assets shall be "as is, where is" other than good and "with all faults" (provided, however, that the absence marketable and free from encumbrances or third party rights of warranties shall have no effect upon the allocation of liabilities under this Agreement)any kind. Similarly, each party hereto BJI understands and hereby agrees that no party hereto isWaban is not, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, nor shall Waban be deemed or implied to be, representing or warranting in any way that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and the making of any filings or applications contemplated by this Agreement will or such other agreements or documents shall satisfy the provisions of any or all applicable agreements or the requirements of any or all applicable laws or judgments, it being understood and hereby agreed that BJI shall bear the economic and legal risk that any necessary consents or approvals are not obtained or that any requirements of laws or judgments or other instruments or agreements relating to such assetsare not complied with. Notwithstanding the foregoing, the parties shall use their good faith reasonable efforts to obtain all consents and approvals, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this Agreement, and shall take all such further reasonable actions as shall be reasonably necessary to preserve for each of LTC and Healthcare, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and liabilities provided for in this Agreement. In case at any time after the Distribution Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action.

No Representations or Warranties; Consents. Each of the parties hereto understands and agrees that no party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party or (ii) as to the legal sufficiency to convey title to any asset transferred pursuant to this Agreement or any Related Agreement, including, without limitation, any Conveyancing and Assumption Instruments. It is also agreed and understood that there are no warranties, express or implied, as to the merchantability or fitness of any of the assets either transferred to or retained by the parties, as the case may be, and all such assets shall be "as is, where is" and "with all faults" (provided, however, that the absence of warranties shall have no effect upon the allocation of liabilities under this Agreement). Similarly, each party hereto understands and agrees that no party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and the making of any filings or applications contemplated by this Agreement will satisfy the provisions of any or all applicable laws or judgments or other instruments or agreements relating to such assets. Notwithstanding the foregoing, the parties shall use their good faith efforts to obtain all consents and approvals, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this Agreement, and shall take all such further reasonable actions as shall be reasonably necessary to preserve for each of LTC the SpinCo Group and Healthcarethe PEI Group, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and liabilities provided for in this Agreement. In case at any time after the Distribution Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action.

No Representations or Warranties; Consents. (a) Each of the parties hereto understands and agrees that no party hereto is, in this Agreement, any Ancillary Agreement or in any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party party, or (ii) as to the legal sufficiency to convey title to any an asset transferred pursuant to this Agreement or any Related Ancillary Agreement, including, without limitation, any Conveyancing and Assumption Instrumentsconveyance or assumption instruments. It is also agreed and understood that there are no warrantieswarranties whatsoever, express or implied, given by any party to this Agreement or any Ancillary Agreement as to the merchantability condition, quality, merchantability, fitness or fitness non-infringement of any of the assets either assets, businesses or other rights transferred to or retained by the parties, as the case may be, and all such assets assets, businesses and other rights shall be "as is, where is" and "with all faults" (provided, however, provided that the absence of warranties given by the parties shall not affect the allocation of Liabilities under this Agreement and shall have no effect upon on any manufacturers, sellers, or other third party warranties that are intended to be transferred with such assets), and each Receiving Party shall bear the allocation economic and legal risks that any conveyance shall prove to be insufficient to vest in it good and marketable title, free and clear of liabilities under this Agreement). Similarlyany security interest, each pledge, lien, charge, claim, option, right to acquire, covenant, condition, restriction on transfer or other encumbrance of any nature whatsoever. (b) Each party hereto understands and agrees that no party hereto is, in this Agreement, any Ancillary Agreement or in any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, representing or warranting in any way that the obtaining of any consents Governmental Approvals or approvalsConsents, the execution and delivery of any amendatory agreements and the making taking of any filings or applications contemplated by this Agreement will satisfy the provisions of any or all applicable laws or judgments or other instruments or agreements relating to such assets. Notwithstanding the foregoing, the parties shall use their good faith reasonable commercial efforts to obtain all consents Governmental Approvals and approvalsConsents, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this Agreement, and shall take all such further reasonable actions as shall be deemed reasonably necessary to preserve for each of LTC and Healthcareparty, to the greatest extent reasonably feasible, consistent with this Agreement, the economic and operational benefits of the allocation of assets and liabilities Liabilities provided for in this Agreement. In case at any time after the Distribution Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action, provided that any financial cost shall be borne by the party receiving the benefit of the action.

No Representations or Warranties; Consents. Each of the parties party hereto understands and agrees that no neither party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party or (ii) as to the legal sufficiency to convey title to any asset transferred pursuant to or the execution, delivery and filing of this Agreement or any Related Ancillary Agreement, including, without limitation, any Conveyancing and Assumption Instruments. It is also conveyancing or assumption instruments, it being agreed and understood that there are no warranties, express or implied, as to the merchantability or fitness of any of the assets either transferred to or retained by the parties, as the case may be, and all such assets shall are to be transferred, "as is, where is" and "with all faults" (provided, however, that the absence party to which such assets are being transferred hereunder shall bear the economic and legal risk that any conveyances of warranties such assets shall have no effect upon the allocation prove to be insufficient or that such party or any of liabilities under this Agreement)its subsidiaries' title to any such assets shall be other than good and marketable and free from encumbrances. Similarly, each party hereto understands and agrees that no neither party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and the making of any filings or applications contemplated by this Agreement will satisfy the provisions of any or all applicable laws or judgments, it being agreed and understood that the party to which any assets are transferred shall bear the economic and legal risk that any necessary consents or approvals are not obtained or any requirements of law or judgments or other instruments or agreements relating to such assetsare not complied with. Notwithstanding the foregoing, the parties shall use their good faith reasonable efforts to obtain all consents and approvals, approvals to enter into all reasonable amendatory agreements and to make all filings and applications which that may be reasonably required for the consummation of the transactions contemplated by this Agreement, and shall take all such further reasonable actions as shall be reasonably necessary to preserve for each of LTC and Healthcare, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and liabilities provided for in this Agreement. In case at any time after the Distribution Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action.

No Representations or Warranties; Consents. Each of the parties hereto understands and agrees that no party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party or (ii) as to the legal sufficiency to convey title to any asset transferred pursuant to this Agreement or any Related Agreement, including, without limitation, any Conveyancing and or Assumption Instruments. It is also agreed and understood that there are no warranties, express or implied, as to the merchantability or fitness of any of the assets either transferred to or retained by the parties, as the case may be, and all such assets shall be "“as is, where is" ” and "“with all faults" ” (provided, however, that the absence of warranties shall have no effect upon the allocation of liabilities Liabilities under this Agreement). Similarly, each party hereto understands and agrees that no party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and the making of any filings or applications contemplated by this Agreement will satisfy the provisions of any or all applicable laws or judgments or other instruments or agreements relating to such assets. Notwithstanding the foregoing, the parties shall use their good faith efforts to obtain all consents and approvals, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this Agreement, and shall take all such further reasonable actions as shall be reasonably necessary to preserve for each of LTC the Marketing Group and Healthcarethe Getty Group, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and liabilities Liabilities provided for in this Agreement. In case at any time after the Distribution Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action.

No Representations or Warranties; Consents. (a) Each of the parties hereto understands and agrees that no party hereto is, in this Agreement, any Ancillary Agreement or in any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party party, or (ii) as to the legal sufficiency to convey title to any an asset transferred pursuant to this Agreement or any Related Ancillary Agreement, including, without limitation, any Conveyancing and Assumption Instrumentsconveyancing or assumption instruments. It is also agreed and understood that there are no warrantieswarranties whatsoever, express or implied, given by any party to this Agreement or any Ancillary Agreement as to the merchantability condition, quality, merchantability, fitness or fitness non-infringement of any of the assets either assets, businesses or other rights transferred to or retained by the parties, as the case may be, and all such assets assets, businesses and other rights shall be "as is, where is" and "with all faults" (provided, however, provided that the absence of warranties given by the parties shall not affect the allocation of Liabilities under this Agreement and shall have no effect upon on any manufacturers, sellers, or other third party warranties that are intended to be transferred with such assets), and each Receiving Party shall bear the allocation economic and legal risks that any conveyance shall prove to be insufficient to vest in it good and marketable title, free and clear of liabilities under this Agreement). Similarlyany security interest, each pledge, lien, charge, claim, option, right to acquire, covenant, condition, restriction on transfer or other encumbrance of any nature whatsoever. (b) Each party hereto understands and agrees that no party hereto is, in this Agreement, any Ancillary Agreement or in any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, representing or warranting in any way that the obtaining of any consents Governmental Approvals or approvalsConsents, the execution and delivery of any amendatory agreements and the making taking of any filings or applications contemplated by this Agreement will satisfy the provisions of any or all applicable laws or judgments or other instruments or agreements relating to such assets. Notwithstanding the foregoing, the parties shall use their good faith reasonable commercial efforts to obtain all consents Governmental Approvals and approvalsConsents, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this Agreement, and shall take all such further reasonable actions as shall be deemed reasonably necessary to preserve for each of LTC and Healthcareparty, to the greatest extent reasonably feasible, consistent with this Agreement, the economic and operational benefits of the allocation of assets and liabilities Liabilities provided for in this Agreement. In case at any time after the Distribution Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action, provided that any financial cost shall be borne by the party receiving the benefit of the action.

No Representations or Warranties; Consents. Each of the parties hereto understands and agrees that no party hereto is, in this Agreement or in any Related Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party or (ii) as to the legal sufficiency to convey title to any asset transferred pursuant to this Agreement or any Related AgreementAgreements, including, without limitation, any Conveyancing and Assumption Instruments. It is also it being agreed and understood that there are no warranties, express or implied, as to the merchantability or fitness of any of the assets either transferred to or retained by the parties, as the case may be, and all such assets shall be are being transferred "as is, where is" and "with all faults" (provided, however, that the absence party to which such assets are to be transferred hereunder shall bear the economic and legal risk that any conveyancing of warranties such assets shall have no effect upon the allocation of liabilities under this Agreement)prove to be insufficient or that such party's title to any such assets shall be other than good and marketable and free from encumbrances. Similarly, each party hereto understands and agrees that no party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and or the making of any filings or applications contemplated by this Agreement will satisfy the provisions of any or all applicable agreements or the requirements of any and all applicable laws or judgments, it being agreed and understood that the party to which any assets are transferred shall bear the economic and legal risk that any necessary consents or approvals are not obtained or that any requirements of laws or judgments or other instruments or agreements relating to such assetsare not compiled with. Notwithstanding the foregoing, the parties shall use their good faith reasonable efforts to obtain all consents and approvals, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this Agreement, including, without limitation, all applicable regulatory filings or consents under federal or state laws and shall take all such further reasonable actions as shall be reasonably necessary to preserve for each of LTC consents, approvals, agreements, filings and Healthcare, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and liabilities provided for in this Agreement. In case at any time after the Distribution Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable actionapplications.

No Representations or Warranties; Consents. Each of the parties hereto understands and agrees that no party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party or (ii) as to the legal sufficiency to convey title to any asset transferred pursuant to this Agreement or any Related Agreement, including, without limitation, any Conveyancing and Assumption Instruments. It is also agreed and understood that there are no warranties, express or implied, as to the merchantability or fitness of any of the assets either transferred to or retained by the parties, as the case may be, and all such assets shall be "as is, where is" and "with all faults" (provided, however, that the absence of warranties shall have no effect upon the allocation of liabilities under this Agreement). Similarly, each party hereto understands and agrees that no party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and the making of any filings or applications contemplated by this Agreement will satisfy the provisions of any or all applicable laws or judgments or other instruments or agreements relating to such assets. Notwithstanding the foregoing, the parties shall use their good faith efforts to obtain all consents and approvals, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this Agreement, and shall take all such further reasonable actions as shall be reasonably necessary to preserve for each of LTC the PriceSmart Group and HealthcarePEI, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and liabilities provided for in this Agreement. In case at any time after the Distribution Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action.

No Representations or Warranties; Consents. Each of ------------------------------------------ the parties hereto understands and agrees that no party hereto is, in this Agreement or in any Ancillary Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party or (ii) as to the legal sufficiency to convey title to any asset transferred pursuant to of the execution and delivery of this Agreement or any Related Ancillary Agreement, including, without limitation, any Conveyancing and Assumption Instruments. It is also , it being agreed and understood that there are no warranties, express or implied, as to the merchantability or fitness of any of the assets either transferred to or retained by the parties, as the case may be, and all such assets shall be are being transferred "as is, where is" and "with all faults" (provided, however, that the absence party to which such assets are to be transferred hereunder shall bear the economic and legal risk that any conveyances of warranties such assets shall have no effect upon the allocation prove to be insufficient or that such party or any of liabilities under this Agreement)its Subsidiaries' title to any such assets shall be other than good and marketable and free from encumbrances. Similarly, each party hereto understands and agrees that no party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and the making of any filings or applications contemplated by this Agreement will satisfy the provisions of any or all applicable agreements or the requirements of any or all applicable laws or judgments, it being agreed and understood that the party to which any assets are transferred shall bear the economic and legal risk that any necessary consents or approvals are not obtained or that any requirements of laws or judgments or other instruments or agreements relating to such assetsare not complied with. Notwithstanding the foregoing, the parties shall use their good faith reasonable efforts to obtain all consents and approvals, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this Agreement, including, without limitation, all applicable regulatory filings or consents under federal or state health care laws and shall take all such further reasonable actions as shall be reasonably necessary to preserve for each of LTC consents, approvals, agreements, filings and Healthcare, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and liabilities provided for in this Agreement. In case at any time after the Distribution Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable actionapplications.

No Representations or Warranties; Consents. Each of the parties hereto CST Holdings understands ------------------------------------------ and hereby agrees that no party hereto isStream International is not, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, nor shall Stream International be deemed or implied to be, representing or warranting in any way except as, and only to the extent, required by applicable law (i) as to the value or freedom from encumbrance or Security Interest of, or any other matter concerning, any assets of such party the CST Assets transferred or to be transferred to CST Holdings as contemplated by this Article 2 or (ii) as to the legal sufficiency to convey title to any asset transferred pursuant to such Asset of the execution, delivery and filing of this Agreement or any Related Ancillary Agreement, including, without limitation, any Conveyancing Instruments, IT BEING UNDERSTOOD AND HEREBY AGREED THAT ALL CST ASSETS ARE BEING TRANSFERRED "AS IS, WHERE IS" and Assumption Instruments. It is also agreed that CST Holdings shall bear the economic and understood legal risk that there are no warranties, express any conveyances of such Assets shall prove to be insufficient or implied, as to the merchantability that CST Holdings or fitness of any of the assets either transferred its Subsidiaries' title to or retained by the parties, as the case may be, and all any such assets shall be "as is, where is" other than good and "with all faults" (provided, however, that the absence of warranties shall have no effect upon the allocation of liabilities under this Agreement)marketable and free from encumbrances or Security Interests. Similarly, each party hereto CST Holdings understands and hereby agrees that no party hereto isStream International is not, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, nor shall Stream International be deemed or implied to be, representing or warranting in any way that the obtaining of any consents Consents or approvalsGovernmental Approvals, the execution and delivery of any amendatory agreements and the making of any filings or applications contemplated by this Agreement will or such other agreements or documents shall satisfy the provisions of any or all applicable agreements or the requirements of any or all applicable laws or judgments, it being understood and hereby agreed that CST Holdings and the CST Subsidiaries shall bear the economic and legal risk that any necessary Consents or Governmental Approvals are not obtained or that any requirements of laws or judgments or other instruments or agreements relating to such assetsare not complied with. Notwithstanding the foregoing, the parties shall use their good faith reasonable efforts to obtain all consents Consents and approvalsGovernmental Approvals, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this Agreement, and shall take all such further reasonable actions as shall be reasonably necessary to preserve for each of LTC and Healthcare, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and liabilities provided for in this Agreement. In case at any time after the Distribution Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action.

No Representations or Warranties; Consents. Each (a) Except as provided in this Agreement, each of the parties hereto understands and agrees that no party hereto is, in this Agreement, any Ancillary Agreement or in any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party party, or (ii) as to the legal sufficiency to convey title to any an asset transferred pursuant to this Agreement or any Related Ancillary Agreement, including, without limitation, any Conveyancing and Assumption Instrumentsconveyancing or assumption instruments. It is also agreed and understood that there are no warrantieswarranties whatsoever, express or implied, given by either party to this Agreement, as to the condition, quality, merchantability or fitness of any of the assets either assets, businesses or other rights transferred to or retained by the parties, as the case may be, and all such assets assets, businesses and other rights shall be "as is, where is" and "with all faults" ", (provided, however, provided that the absence of warranties given by the parties shall not negate the allocation of Liabilities under this Agreement and shall have no effect upon on any manufacturers, sellers, or other third party warranties that are intended to be transferred with such assets), and AG.cxx xxxll bear the allocation economic and legal risks that any conveyance shall prove to be insufficient to vest in it good and marketable title, free and clear of liabilities under any security interest, pledge, lien, charge, claim, option, right to acquire, covenant, condition, restriction on transfer or other encumbrance of any nature whatsoever ("Lien"). Notwithstanding the absence of a representation as to the legal sufficiency of any title, AG and the other members of the AG Group shall use reasonable efforts to obtain, prior to or on the Closing Date, releases of all Liens on any of the AG.cxx Xxxiness Assets that (i) are listed on SCHEDULE 1.04(a), (ii) were incurred primarily for the benefit of a business other than the AG.cxx Xxxiness, or (iii) relate to any Excluded Liability. AG and AG.cxx xxxll confer from time to time prior to the Closing Date to supplement or update Schedule 1.04(a) to include Liens not listed but which should be included because the Lien was incurred primarily for the benefit of a business other than the AG.cxx Xxxiness and did not benefit the AG.cxx Xxxiness or because the Lien relates to an Excluded Liability. Further, notwithstanding the absence of a representation as to conveyancing instruments, such absence shall not diminish in any way AG's cooperation and further assurance obligations in this Agreement). Similarly, each . (b) Each party hereto understands and agrees that no party hereto is, in this Agreement, any Ancillary Agreement or in any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, representing or warranting in any way that the obtaining of any consents or approvalsConsents, the execution and delivery of any amendatory agreements and the making taking of any filings or applications contemplated by this Agreement will satisfy the provisions of any or all applicable laws or judgments Applicable Laws or other instruments or agreements relating to such assets. Notwithstanding the foregoingforegoing and except as provided in any Ancillary Agreement, the parties shall use their good faith efforts to obtain all consents and approvalsConsents (including such Consents as may be required by any Governmental Authority), to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this Agreement, and and, subject to the provisions of Section 5.04(b), shall take all such further reasonable actions as shall be deemed reasonably necessary to preserve for each of LTC the AG Group, on the one hand, and Healthcare, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and liabilities provided for in this Agreement. In case at any time after the Distribution Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action.AG.cxx xxx AG.cxx'x

No Representations or Warranties; Consents. Each of the parties hereto understands and agrees that no party hereto is, in this Agreement or in any Ancillary Agreement or in any other agreement or document contemplated by this Agreement or otherwiseAgreement, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, concerning any assets of such party or (ii) as to the legal sufficiency to convey title to any asset transferred pursuant to this Agreement or any Related Ancillary Agreement, including, without limitation, any Conveyancing and Assumption Instruments. It is also , it being agreed and understood that there are no warranties, express or implied, as to the merchantability or fitness of any of the assets either transferred to or retained by the parties, as the case may be, and all such assets shall be are being transferred "as is, where is" and "with all faults" (provided, however, that the absence party to which such assets are to be transferred hereunder shall bear the economic and legal risk that any conveyances of warranties such assets shall have no effect upon the allocation of liabilities under this Agreement)prove to be insufficient or that such party's title to any such assets shall be other than good and marketable and free from encumbrances. Similarly, each party hereto understands and agrees that no party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwiseAgreement, representing or warranting in any way that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and or the making of any filings or applications contemplated by this Agreement will satisfy the provisions of any or all applicable agreements or the requirements of any or all applicable laws or judgments, it being agreed and understood that the party to which any assets are transferred shall bear the economic and legal risk that any necessary consents or approvals are not obtained or that any requirements of laws or judgments or other instruments or agreements relating to such assetsare not complied with. Notwithstanding the foregoing, the parties shall use their good faith reasonable efforts to obtain all consents and approvals, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this Agreement, including, without limitation, all applicable regulatory filings or consents under federal or state laws and shall take all such further reasonable actions as shall be reasonably necessary to preserve for each of LTC consents, approvals, agreements, filings and Healthcare, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and liabilities provided for in this Agreement. In case at any time after the Distribution Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable actionapplications.

No Representations or Warranties; Consents. Each of the parties hereto understands and agrees that no party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way (ia) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party party; or (iib) as to the legal sufficiency to convey title to any asset transferred pursuant to this Agreement or any Related the Subscription Agreement. IT IS ALSO AGREED AND UNDERSTOOD THAT THERE ARE NO WARRANTIES, includingEXPRESS OR IMPLIED, without limitationAS TO THE MERCHANTABILITY OR FITNESS OF ANY OF THE ASSETS EITHER TRANSFERRED TO OR RETAINED BY THE PARTIES, any Conveyancing and Assumption Instruments. It is also agreed and understood that there are no warrantiesAS THE CASE MAY BE, express or impliedAND ALL SUCH ASSETS SHALL BE “AS IS, as to the merchantability or fitness of any of the assets either transferred to or retained by the parties, as the case may be, and all such assets shall be "as is, where is" and "with all faults" (WHERE IS” AND “WITH ALL FAULTS;” provided, however, that the absence of representations and warranties under this Agreement shall have no effect upon the any allocation of liabilities Liabilities under this Agreement). Similarly, each Each party hereto understands and agrees that no party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and the making of any filings or applications contemplated by this Agreement or otherwise will satisfy the provisions of any or all applicable laws or judgments or other instruments or agreements relating to such assets. Notwithstanding the foregoing, the parties shall use their good faith efforts to obtain all consents and approvals, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this Agreement, ; and shall take all such further reasonable actions as shall be reasonably necessary to preserve for each of LTC Subsidiary and HealthcareParent, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and liabilities Liabilities provided for in this Agreement. In case If, at any time after the Distribution Date Date, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action.

No Representations or Warranties; Consents. Each of the parties hereto understands and agrees that no party hereto is, in this Agreement or Agreement, in any other agreement or document contemplated by this Agreement Related Agreement, or otherwise, representing or warranting in any way (ia) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party party; or (iib) as to the legal sufficiency to convey title to any asset transferred pursuant to this Agreement or any Related Agreement. IT IS ALSO AGREED AND UNDERSTOOD THAT THERE ARE NO WARRANTIES, includingEXPRESS OR IMPLIED, without limitationAS TO THE MERCHANTABILITY OR FITNESS OF ANY OF THE ASSETS EITHER TRANSFERRED TO OR RETAINED BY THE PARTIES, any Conveyancing and Assumption Instruments. It is also agreed and understood that there are no warrantiesAS THE CASE MAY BE,AND ALL SUCH ASSETS SHALL BE "AS IS, express or implied, as to the merchantability or fitness of any of the assets either transferred to or retained by the parties, as the case may be, and all such assets shall be WHERE IS" AND "as is, where is" and WITH ALL FAULTS"with all faults" (; provided, however, that the absence of warranties shall have no effect upon the allocation of liabilities Liabilities under this Agreement). Similarly, each Each party hereto understands and agrees that no party hereto is, in this Agreement or Agreement, in any other agreement or document contemplated by this Related Agreement or otherwise, representing or warranting in any way that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and the making of any filings or applications contemplated by this Agreement, any Related Agreement or otherwise will satisfy the provisions of any or all applicable laws or judgments or other instruments or agreements relating to such assets, including without limitation, the Gaming Laws. Notwithstanding the foregoing, the parties shall use their good faith efforts to obtain all consents and approvals, including, without limitation, pursuant to the Gaming Laws, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this AgreementAgreement and the Related Agreements, and shall take all such further reasonable actions as shall be reasonably necessary to preserve for each of LTC the Non-Mississippi Group and Healthcarethe Mississippi Group, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and liabilities provided for in this Agreement. In case at any time after the Distribution Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action.

No Representations or Warranties; Consents. Each of the parties hereto understands and agrees that no party hereto is, in this Agreement or Agreement, in any other agreement or document contemplated by this Agreement Related Agreement, or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party or (ii) as to the legal sufficiency to convey title to any asset transferred pursuant to this Agreement or any Related Agreement, including, without limitation, any Conveyancing and Assumption Instruments. It is also agreed and understood that there are no warranties, express or implied, as to the merchantability or fitness of any of the assets either transferred to or retained by the parties, as the case may be, and all such assets shall be "as is, where is" and "with all faults" (provided, however, that the absence of warranties shall have no effect upon the allocation of liabilities Liabilities under this Agreement)Agreement and provided further that Franchising represents and warrants that, prior to the Distribution Date, Franchising and the Franchising Group have maintained their accounts payable and accounts receivable in a manner consistent with the customary practices of the Franchising Group Business. Similarly, each Each party hereto understands and agrees that no party hereto is, in this Agreement or Agreement, in any other agreement or document contemplated by this Related Agreement or otherwise, representing or warranting in any way that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and the making of any filings or applications contemplated by this Agreement, any Related Agreement or otherwise will satisfy the provisions of any or all applicable laws or judgments or other instruments or agreements relating to such assets. Notwithstanding the foregoing, the parties shall use their good faith efforts to obtain all consents and approvals, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this AgreementAgreement and the Related Agreements, and shall take all such further reasonable actions as shall be reasonably necessary to preserve for each of LTC the Franchising Group and Healthcarethe Real Estate Group, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and liabilities provided for in this Agreement. In case at any time after the Distribution Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action.

No Representations or Warranties; Consents. Each of the parties party hereto understands and agrees that no neither party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party or (ii) as to the legal sufficiency to convey title to any asset transferred pursuant to or the execution, delivery and filing of this Agreement or any Related Ancillary Agreement, including, without limitation, any Conveyancing and or Assumption Instruments. It is also , it being agreed and understood that there are no warranties, express or implied, as to the merchantability or fitness of any of the assets either transferred to or retained by the parties, as the case may be, and all such assets shall be "are being transferred “as is, where is" ” and "with all faults" (provided, however, that the absence party to which such assets are to be transferred hereunder shall bear the economic and legal risk that any conveyances of warranties such assets shall have no effect upon the allocation prove to be insufficient or that such party or any of liabilities under this Agreement)its subsidiaries’ title to any such assets shall be other than good and marketable and free from encumbrances. Similarly, each party hereto understands and agrees that no neither party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and the making of any filings or applications contemplated by this Agreement will satisfy the provisions of any or all applicable laws or judgments, it being agreed and understood that the party to which any assets are transferred shall bear the economic and legal risk that any necessary consents or approvals are not obtained or that any requirements of law or judgments or other instruments or agreements relating to such assetsare not complied with. Notwithstanding the foregoing, the parties shall use their good faith reasonable efforts to obtain all consents and approvals, approvals to enter into all reasonable amendatory agreements and to make all filings and applications which that may be reasonably required for the consummation of the transactions contemplated by this Agreement, including, without limitation, all applicable regulatory filings or consents under federal or state environmental laws and shall take all such further reasonable actions as shall be reasonably necessary to preserve for each of LTC the consents, approvals, agreements, filings and Healthcare, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and liabilities provided for applications specified in this Agreement. In case at any time after the Distribution Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable actionSchedule 2.04.

No Representations or Warranties; Consents. Each of the parties hereto understands and agrees that no party hereto is, in this Agreement or Agreement, in any other agreement or document contemplated by this Agreement Related Agreement, or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party or (ii) as to the legal sufficiency to convey title to any asset transferred pursuant to this Agreement or any Related Agreement, including, without limitation, any Conveyancing and Assumption Instruments. It is also agreed and understood that there are no warranties, express or implied, as to the merchantability or fitness of any of the assets either transferred to or retained by the parties, as the case may be, and all such assets shall be "as is, where is" and "with all faults" (provided, however, that the absence of warranties shall have no effect upon the allocation of liabilities Liabilities under this Agreement)Agreement and provided further that Optimum represents and warrants that, prior to the Distribution Date, Optimum and the Optimum have maintained their accounts payable and accounts receivable in a manner consistent with the customary practices of the Optimum Business. Similarly, each Each party hereto understands and agrees that no party hereto is, in this Agreement or Agreement, in any other agreement or document contemplated by this Related Agreement or otherwise, representing or warranting in any way that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and the making of any filings or applications contemplated by this Agreement, any Related Agreement or otherwise will satisfy the provisions of any or all applicable laws or judgments or other instruments or agreements relating to such assets. Notwithstanding the foregoing, the parties shall use their good faith efforts to obtain all consents 8 9 and approvals, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this AgreementAgreement and the Related Agreements, and shall take all such further reasonable actions as shall be reasonably necessary to preserve for each of LTC the Optimum and Healthcarethe CWC Group, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and liabilities provided for in this Agreement. In case at any time after the Distribution Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action.