Common use of Opportunity for Independent Investigation Clause in Contracts

Opportunity for Independent Investigation. Summit MLP is an experienced and knowledgeable investor in the United States. Summit MLP has conducted its own independent review and analysis of the Business and of the Assets, liabilities, results of operations, financial condition, technology and prospects of the Company and acknowledges that Summit MLP has been provided access to personnel, properties, premises and records of the Company for such purpose. In entering into this Agreement, Summit MLP has relied solely upon the representations, warranties and covenants contained herein and upon its own investigation and analysis of the Company and the Business (such investigation and analysis having been performed by Summit MLP), and Summit MLP: (a) acknowledges and agrees that it has not been induced by and has not relied upon any Due Diligence Information, representations, warranties or statements, whether oral or written, express or implied, made by SMP Holdings or the Company or any of their respective Representatives, Affiliates or agents except for the representations and warranties expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4; (b) acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4, none of SMP Holdings or the Company or any of their respective Representatives, Affiliates or agents makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Summit MLP or its Representatives, Affiliates or agents, including any information, document or material provided or made available, or statements made, to Summit MLP (including its Representatives, Affiliates and agents) during site or office visits, in any “data rooms,” management presentations or supplemental due diligence information provided to Summit MLP (including its Representatives, Affiliates and agents), in connection with discussions with management or in any other form in expectation of the transactions contemplated by this Agreement (collectively, the “Due Diligence Information”); (c) acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4, (i) the Due Diligence Information includes certain projections, estimates and other forecasts and certain business plan information, (ii) there are uncertainties inherent in attempting to make such projections, estimates and other forecasts and plans and Summit MLP is aware of such uncertainties, and (iii) Summit MLP is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, estimates and other forecasts and plans so furnished to it and any use of or reliance by Summit MLP on such projections, estimates and other forecasts and plans shall be at its sole risk; and (d) agrees, to the fullest extent permitted by Law, that none of SMP Holdings or the Company (except as expressly provided herein) or any of their respective Representatives, Affiliates or agents shall have any liability or responsibility whatsoever to Summit MLP or its Representatives, Affiliates or agents on any basis (including in contract or tort, under federal or state securities Laws or otherwise) resulting from the furnishing to Summit MLP, or from Summit MLP’s use of, any Due Diligence Information, except for liability or responsibility for the representations and warranties expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4.

Opportunity for Independent Investigation. Summit MLP is an experienced and knowledgeable investor in the United States. Summit MLP has conducted its own independent review and analysis of the Business and of the Assets, liabilities, results of operations, financial condition, technology and prospects of the Company and acknowledges that Summit MLP has been provided access to personnel, properties, premises and records of the Company for such purpose. In entering into this Agreement, Summit MLP Buyer has relied solely upon the representationsContributor’s and the Xxxx Xxxx Parties’ express representations and warranties set forth in Article III and Article IV and in the Closing Certificates delivered by each Contributor and the Xxxx Xxxx Parties, warranties Buyer’s own expertise, and covenants contained herein Buyer’s professional counsel as to the Transactions, the Contributed Interests, and upon its own investigation the Assets and analysis business and business of the Company Xxxx Xxxx Entities, and the Business (such investigation and analysis having been performed by Summit MLP)value thereof, and Summit MLP: (a) acknowledges and agrees that it has not been induced by and has not relied upon on any Due Diligence Informationother comments, representations, warranties or statementsstatements of, whether oral or writteninformation provided by, express or implied, made by SMP Holdings or the Company any Contributor or any Representatives of their respective Representativesany Contributor. Buyer acknowledges and affirms that it has completed an independent investigation, Affiliates verification, analysis, and evaluation of the Contributed Interests and Assets of the Xxxx Xxxx Entities and has made all such reviews and inspections of the Contributed Interests and Assets of the Xxxx Xxxx Entities as it has deemed necessary or agents except appropriate to enter into this Agreement the Ancillary Agreements; provided that the foregoing shall in no event limit in any respect any of the representations or warranties set forth in Article III or Article IV or in any Closing Certificate delivered by the Contributor and the Xxxx Xxxx Parties. Except for the representations and warranties expressly set forth made by any Contributor in this Agreement Article III and those items by the Xxxx Xxxx Parties in Article IV or in the Closing Certificate to be delivered to Summit MLP pursuant to Section 2.4; (b) by each Contributor and the Xxxx Xxxx Parties, Buyer acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4, none of SMP Holdings or the Company that no Contributor or any of their respective Representativesother Person has made, Affiliates and Buyer has not relied upon, any representations or agents makes or has made any representation or warrantywarranties, either express or implied, as to the accuracy financial condition, physical condition, title, environmental conditions, liabilities, operations, business, prospects of or completeness of any of title to the information provided or made available to Summit MLP or its Representatives, Affiliates or agents, including any information, document or material provided or made available, or statements made, to Summit MLP (including its Representatives, Affiliates and agents) during site or office visits, in any “data rooms,” management presentations or supplemental due diligence information provided to Summit MLP (including its Representatives, Affiliates and agents), in connection with discussions with management or in any other form in expectation of the transactions contemplated by this Agreement (collectivelyContributed Interests, the “Due Diligence Information”); (c) acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4, (i) the Due Diligence Information includes certain projections, estimates and other forecasts and certain business plan information, (ii) there are uncertainties inherent in attempting to make such projections, estimates and other forecasts and plans and Summit MLP is aware of such uncertainties, and (iii) Summit MLP is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, estimates and other forecasts and plans so furnished to it and any use of or reliance by Summit MLP on such projections, estimates and other forecasts and plans shall be at its sole risk; and (d) agrees, to the fullest extent permitted by Law, that none of SMP Holdings or the Company (except as expressly provided herein) Xxxx Xxxx Entities or any of their respective Representatives, Affiliates or agents shall have any liability or responsibility whatsoever to Summit MLP or its Representatives, Affiliates or agents on any basis (including in contract or tort, under federal or state securities Laws or otherwise) resulting from the furnishing to Summit MLP, or from Summit MLP’s use of, any Due Diligence Information, except for liability or responsibility for the representations and warranties expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4Assets.

Opportunity for Independent Investigation. Summit MLP Buyer is an experienced and knowledgeable investor in the United States. Summit MLP Buyer has conducted its own independent review and analysis of the Business and of the Assets, liabilities, results of operations, financial condition, technology and prospects of the Company and acknowledges that Summit MLP Buyer has been provided access to personnel, properties, premises and records of the Company for such purpose. In entering into this Agreement, Summit MLP Buyer has relied solely upon the representations, warranties warranties, covenants and covenants agreements contained herein and upon its own investigation and analysis of the Company, the Assets of the Company and the Business (such investigation and analysis having been performed by Summit MLPBuyer), and Summit MLPBuyer: (a) acknowledges and agrees that it has not been induced by and has not relied upon any Due Diligence Information, representations, warranties or statements, whether oral or written, express or implied, made by SMP Holdings or Seller, the Company or any of their respective Representatives, Affiliates or agents except for the representations and warranties expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4in the Exhibits hereto; (b) acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement and those items delivered to Summit MLP Buyer pursuant to Section 2.42.04 and Section 7.03, none of SMP Holdings or Seller, the Company or any of their respective Representatives, Affiliates or agents makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Summit MLP Buyer or its Representatives, Affiliates or agents, including any information, document or material provided or made available, or statements made, to Summit MLP Buyer (including its Representatives, Affiliates and agents) during site or office visits, in any “data rooms,” management presentations or supplemental due diligence information provided to Summit MLP Buyer (including its Representatives, Affiliates and agents), in connection with discussions with management or in any other form in expectation of the transactions contemplated by this Agreement (collectively, the “Due Diligence Information”); (c) acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4, that (i) the Due Diligence Information includes certain projections, estimates and other forecasts and certain business plan information, (ii) there are uncertainties inherent in attempting to make such projections, estimates and other forecasts and plans and Summit MLP Buyer is aware of such uncertainties, and (iii) Summit MLP Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, estimates and other forecasts and plans so furnished to it and any use of or reliance by Summit MLP Buyer on such projections, estimates and other forecasts and plans shall be at its sole risk; and (d) agrees, to the fullest extent permitted by Law, that none of SMP Holdings or Seller, the Company (except as expressly provided herein) or any of their respective ), and the Seller Members, and the Representatives, Affiliates or agents of the foregoing, shall not have any liability or responsibility whatsoever to Summit MLP Buyer or its Representatives, Affiliates or agents on any basis (including in contract or tort, under federal or state securities Laws laws or otherwise) resulting from the furnishing to Summit MLPBuyer, or from Summit MLPBuyer’s use of, any Due Diligence Information, except except, in the case of Seller, for liability or responsibility of the Seller for the representations and warranties expressly set forth in this Agreement and those items delivered to Summit MLP Buyer pursuant to Section 2.42.04 and Section 7.03.

Opportunity for Independent Investigation. Summit MLP is an experienced and knowledgeable investor in the United States. Summit MLP has conducted its own independent review and analysis of the Business and of the AssetsAssets owned by the Acquired Companies, liabilities, results of operations, financial condition, technology and prospects of the Company Acquired Companies and acknowledges that Summit MLP has been provided access to personnel, properties, premises and records of the Company Acquired Companies for such purpose. In entering into this Agreement, Summit MLP has relied solely upon the representations, warranties and covenants contained herein and upon its own investigation and analysis of the Company Acquired Companies and the Business (such investigation and analysis having been performed by Summit MLP), and Summit MLP: (a) acknowledges and agrees that it has not been induced by and has not relied upon any Due Diligence Information, representations, warranties or statements, whether oral or written, express or implied, made by SMP Holdings or the Company Acquired Companies or any of their respective Representatives, Affiliates or agents except for the representations and warranties expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4Sections 2.4 and 8.2(c); (b) acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4, none of SMP Holdings or the Company Acquired Companies or any of their respective Representatives, Affiliates or agents makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Summit MLP or its Representatives, Affiliates or agents, including any information, document or material provided or made available, or statements made, to Summit MLP (including its Representatives, Affiliates and agents) during site or office visits, in any “data rooms,” management presentations or supplemental due diligence information provided to Summit MLP (including its Representatives, Affiliates and agents), in connection with discussions with management or in any other form in expectation of the transactions contemplated by this Agreement (collectively, the “Due Diligence Information”); (c) acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4Sections 2.4 and 8.2(c), (i) the Due Diligence Information includes certain projections, estimates and other forecasts and certain business plan information, (ii) there are uncertainties inherent in attempting to make such projections, estimates and other forecasts and plans and Summit MLP is aware of such uncertainties, and (iii) Summit MLP is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, estimates and other forecasts and plans so furnished to it and any use of or reliance by Summit MLP on such projections, estimates and other forecasts and plans shall be at its sole risk; and (d) agrees, to the fullest extent permitted by Law, that none of SMP Holdings or the Company Acquired Companies (except as expressly provided herein) or any of their respective Representatives, Affiliates or agents shall have any liability or responsibility whatsoever to Summit MLP or its Representatives, Affiliates or agents on any basis (including in contract or tort, under federal or state securities Laws or otherwise) resulting from the furnishing to Summit MLP, or from Summit MLP’s use of, any Due Diligence Information, except for liability or responsibility for the representations and warranties expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4Sections 2.4 and 8.2(c).

Opportunity for Independent Investigation. Summit MLP is an experienced and knowledgeable investor in the United States. Summit MLP has conducted its own independent review and analysis of the Business and of the AssetsAssets owned by the Acquired Entities, liabilities, results of operations, financial condition, technology and prospects of the Company Acquired Entities and acknowledges that SMP Holdings has provided Summit MLP has been provided with access to personnel, properties, premises and records of the Company Acquired Companies (and to those of the SM Joint Ventures, to the extent such access is within SMP Holding’s control) for such purpose. In entering into this Agreement, Summit MLP has relied solely upon the representations, warranties and covenants contained herein and upon its own investigation and analysis of the Company Acquired Entities and the Business (such investigation and analysis having been performed by Summit MLP), and Summit MLP: (a) acknowledges and agrees that it has not been induced by and has not relied upon any Due Diligence Information, representations, warranties or statements, whether oral or written, express or implied, made by SMP Holdings or the Company or any of their respective its Representatives, Affiliates or agents except for the representations and warranties expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4Sections 2.4 and 8.2(c); (b) acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4, none of SMP Holdings or Holdings, the Company Acquired Entities or any of their respective Representatives, Affiliates or agents makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Summit MLP or its Representatives, Affiliates or agents, including any information, document or material provided or made available, or statements made, to Summit MLP (including its Representatives, Affiliates and agents) during site or office visits, in any “data rooms,” management presentations or supplemental due diligence information provided to Summit MLP (including its Representatives, Affiliates and agents), in connection with discussions with management or in any other form in expectation of the transactions contemplated by this Agreement (collectively, the “Due Diligence Information”); (c) acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4Sections 2.4 and 8.2(c), (i) the Due Diligence Information includes certain projections, estimates and other forecasts and certain business plan information, (ii) there are uncertainties inherent in attempting to make such projections, estimates and other forecasts and plans and Summit MLP is aware of such uncertainties, and (iii) Summit MLP is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, estimates and other forecasts and plans so furnished to it and any use of or reliance by Summit MLP on such projections, estimates and other forecasts and plans shall be at its sole risk; and (d) agrees, to the fullest extent permitted by Law, that none of SMP Holdings or Holdings, the Company Acquired Entities (except as expressly provided herein) or any of their respective Representatives, Affiliates or agents shall have any liability or responsibility whatsoever to Summit MLP or its Representatives, Affiliates or agents on any basis (including in contract or tort, under federal or state securities Laws or otherwise) resulting from the furnishing to Summit MLP, or from Summit MLP’s use of, any Due Diligence Information, except for liability or responsibility for the representations and warranties expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4Sections 2.4 and 8.2 (c).

Opportunity for Independent Investigation. Summit MLP Buyer is an experienced and knowledgeable investor in the United States. Summit MLP Buyer has conducted its own independent review and analysis of the Business and of the Assets, liabilities, results of operations, financial condition, technology and prospects of the Company Companies and acknowledges that Summit MLP Buyer has been provided access to personnel, properties, premises and records of the Company Companies for such purpose. In entering into this Agreement, Summit MLP Buyer has relied solely upon the representations, warranties and covenants contained herein and upon its own investigation and analysis of the Company Companies and the Business (such investigation and analysis having been performed by Summit MLPBuyer), and Summit MLPBuyer: (a) absent Actual Fraud, acknowledges and agrees that it has not been induced by and has not relied upon any Due Diligence Information, representations, warranties or statements, whether oral or written, express or implied, made by SMP Holdings or Seller, the Company Companies or any of their respective Representatives, Affiliates or agents except for the representations and warranties expressly set forth in this Agreement and those items delivered to Summit MLP Buyer pursuant to Section 2.42.4 and Section 7.4; (b) acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement and those items delivered to Summit MLP Buyer pursuant to Section 2.42.4 and Section 7.4, none of SMP Holdings or Seller, the Company Companies or any of their respective Representatives, Affiliates or agents makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Summit MLP Buyer or its Representatives, Affiliates or agents, including any information, document or material provided or made available, or statements made, to Summit MLP Buyer (including its Representatives, Affiliates and agents) during site or office visits, in any “data rooms,” management presentations or supplemental due diligence information provided to Summit MLP Buyer (including its Representatives, Affiliates and agents), in connection with discussions with management or in any other form in expectation of the transactions contemplated by this Agreement (collectively, the “Due Diligence Information”); (c) acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement and those items delivered to Summit MLP Buyer pursuant to Section 2.42.4 and Section 7.4, (i) the Due Diligence Information includes certain projections, estimates and other forecasts and certain business plan information, (ii) there are uncertainties inherent in attempting to make such projections, estimates and other forecasts and plans and Summit MLP Buyer is aware of such uncertainties, and (iii) Summit MLP Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, estimates and other forecasts and plans so furnished to it and any use of or reliance by Summit MLP Buyer on such projections, estimates and other forecasts and plans shall be at its sole risk; and (d) agrees, to the fullest extent permitted by Law, that none of SMP Holdings or Seller, the Company (except as expressly provided herein) Companies or any of their respective Representatives, Affiliates or agents shall have any liability or responsibility whatsoever to Summit MLP Buyer or its Representatives, Affiliates or agents on any basis (including in contract or tort, under federal or state securities Laws or otherwise) resulting from the furnishing to Summit MLPBuyer, or from Summit MLPBuyer’s use of, any Due Diligence Information, except for liability or responsibility for the representations and warranties expressly set forth in this Agreement and those items delivered to Summit MLP Buyer pursuant to Section 2.42.4 and Section 7.4.

Opportunity for Independent Investigation. Summit MLP Buyer is an experienced and knowledgeable investor in the United States. Summit MLP In connection with its decision to enter into this Agreement, Buyer has conducted its own independent review and analysis of the Hydrocarbon Gathering Business and of the Hydrocarbon Gathering Assets, liabilities, results of operations, financial condition, technology and prospects of Tioga and the Company Hydrocarbon Gathering Company, and acknowledges that Summit MLP Buyer has been provided access to personnel, properties, premises and records of Seller, Tioga and the Hydrocarbon Gathering Company for such purpose. In entering into this Agreement, Summit MLP Buyer has relied solely upon the representations, warranties and covenants contained herein and in the Transaction Documents and upon its own investigation and analysis of Tioga, the Hydrocarbon Gathering Company and the Hydrocarbon Gathering Business (such investigation and analysis having been performed by Summit MLPBuyer), and Summit MLPBuyer: (a) absent actual (but not constructive) fraud, acknowledges and agrees that it has not been induced by and has not relied upon any Due Diligence Information, representations, warranties or statements, whether oral or written, express or implied, made by SMP Holdings Seller, Tioga or the Hydrocarbon Gathering Company or any of their respective Representatives, Affiliates or agents except for the representations representations, warranties and warranties covenants expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4or in the Transaction Documents; (b) absent actual (but not constructive) fraud, acknowledges and agrees that, except for the representations representations, warranties and warranties covenants expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4or in the Transaction Documents, none of SMP Holdings Seller, Tioga or the Hydrocarbon Gathering Company or any of their respective Representatives, Affiliates or agents makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Summit MLP Buyer or its Representatives, Affiliates or agents, including any information, document or material provided or made available, or statements made, to Summit MLP Buyer (including its Representatives, Affiliates and agents) during site or office visits, in any “data rooms,” management presentations or supplemental due diligence information provided to Summit MLP Buyer (including its Representatives, Affiliates and agents), in connection with discussions with management or in any other form in expectation of the transactions contemplated by this Agreement (collectively, the “Due Diligence Information”); (c) acknowledges and agrees that, except for the representations representations, warranties and warranties covenants expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4or in the Transaction Documents, (i) the Due Diligence Information includes certain projections, estimates and other forecasts and certain business plan information, (ii) there are uncertainties inherent in attempting to make such projections, estimates and other forecasts and plans and Summit MLP Buyer is aware of such uncertainties, uncertainties and (iii) Summit MLP Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, estimates and other forecasts and plans so furnished to it and any use of or reliance by Summit MLP Buyer on such projections, estimates and other forecasts and plans shall be at its sole risk; and (d) agrees, to the fullest extent permitted by Law, and absent actual (but not constructive) fraud, that none of SMP Holdings Seller, Tioga or the Hydrocarbon Gathering Company (except as expressly provided herein) or any of their respective Representatives, Affiliates or agents shall have any liability or responsibility whatsoever to Summit MLP Buyer or its Representatives, Affiliates or agents on any basis (including in contract or tort, under federal or state securities Laws or otherwise) resulting from the furnishing to Summit MLPBuyer, or from Summit MLPBuyer’s use of, any Due Diligence Information, except for liability or responsibility for the representations representations, warranties and warranties covenants expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4or in the Transaction Documents.

Opportunity for Independent Investigation. Summit MLP Xxxxx is an experienced and knowledgeable investor in the United States. Summit MLP Buyer has conducted its own independent review and analysis of the Business and of the Assets, liabilitiesLiabilities, results of operations, financial condition, technology and prospects of the Company and acknowledges that Summit MLP Buyer has been provided access to personnel, properties, premises and records of the Company for such purpose. In entering into this Agreement, Summit MLP Xxxxx has relied solely upon the representations, warranties and covenants contained herein and upon its own investigation and analysis of the Company and the Business (such investigation and analysis having been performed by Summit MLPor on behalf of Buyer), and Summit MLPXxxxx: (a) acknowledges and agrees that it has not been induced by and has not relied upon any Due Diligence Information, representations, warranties or statements, whether oral or written, express or implied, made by SMP Holdings or Seller, the Company or any of their respective Representatives, Affiliates or agents except for the representations and warranties expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4Agreement; (b) acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4Agreement, none of SMP Holdings or Seller, the Company or any of their respective Representatives, Affiliates or agents makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Summit MLP Buyer or its Representatives, Affiliates or agents, including any information, document or material provided or made available, or statements made, to Summit MLP Buyer (including its Representatives, Affiliates and agents) during site or office visits, in any “data rooms,” management presentations or supplemental due diligence information provided to Summit MLP Buyer (including its Representatives, Affiliates and agents), in connection with discussions with management or in any other form in expectation of the transactions contemplated by this Agreement (collectively, the “Due Diligence Information”); (c) acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4Agreement, (i) the Due Diligence Information includes certain projections, estimates and other forecasts and certain business plan information, (ii) there are uncertainties inherent in attempting to make such projections, estimates and other forecasts and plans and Summit MLP Buyer is aware of such uncertainties, and (iii) Summit MLP Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, estimates and other forecasts and plans so furnished to it and any use of or reliance by Summit MLP Buyer on such projections, estimates and other forecasts and plans shall be at its sole risk; and (d) agrees, to the fullest extent permitted by Law, that none of SMP Holdings or Seller, the Company (except as expressly provided herein) or any of their respective Representatives, Affiliates or agents shall have any liability or responsibility whatsoever to Summit MLP Buyer or its Representatives, Affiliates or agents on any basis (including in contract or tort, under federal or state securities Laws or otherwise) resulting from the furnishing to Summit MLPBuyer, or from Summit MLPBuyer’s use of, any Due Diligence Information, except for liability or responsibility for the representations and warranties expressly set forth in this Agreement and those items delivered Agreement. (e) Notwithstanding the foregoing, nothing contained in this Section 5.6 shall be deemed to Summit MLP pursuant to Section 2.4invalidate or otherwise affect any claim of Actual Fraud by Xxxxx.

Opportunity for Independent Investigation. Summit MLP Buyer is an experienced and knowledgeable investor in the United States. Summit MLP In connection with its decision to enter into this Agreement, Buyer has conducted its own independent review and analysis of the Water Gathering Business and of the Water Gathering Assets, liabilities, results of operations, financial condition, technology and prospects of Tioga and the Company Water Gathering Company, and acknowledges that Summit MLP Buyer has been provided access to personnel, properties, premises and records of Seller, Tioga and the Water Gathering Company for such purpose. In entering into this Agreement, Summit MLP Buyer has relied solely upon the representations, warranties and covenants contained herein and in the Transaction Documents and upon its own investigation and analysis of Tioga, the Water Gathering Company and the Water Gathering Business (such investigation and analysis having been performed by Summit MLPBuyer), and Summit MLPBuyer: (a) absent actual (but not constructive) fraud, acknowledges and agrees that it has not been induced by and has not relied upon any Due Diligence Information, representations, warranties or statements, whether oral or written, express or implied, made by SMP Holdings Seller, Tioga or the Water Gathering Company or any of their respective Representatives, Affiliates or agents except for the representations representations, warranties and warranties covenants expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4or in the Transaction Documents; (b) absent actual (but not constructive) fraud, acknowledges and agrees that, except for the representations representations, warranties and warranties covenants expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4or in the Transaction Documents, none of SMP Holdings Seller, Tioga or the Water Gathering Company or any of their respective Representatives, Affiliates or agents makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Summit MLP Buyer or its Representatives, Affiliates or agents, including any information, document or material provided or made available, or statements made, to Summit MLP Buyer (including its Representatives, Affiliates and agents) during site or office visits, in any “data rooms,” management presentations or supplemental due diligence information provided to Summit MLP Buyer (including its Representatives, Affiliates and agents), in connection with discussions with management or in any other form in expectation of the transactions contemplated by this Agreement (collectively, the “Due Diligence Information”); (c) acknowledges and agrees that, except for the representations representations, warranties and warranties covenants expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4or in the Transaction Documents, (i) the Due Diligence Information includes certain projections, estimates and other forecasts and certain business plan information, (ii) there are uncertainties inherent in attempting to make such projections, estimates and other forecasts and plans and Summit MLP Buyer is aware of such uncertainties, uncertainties and (iii) Summit MLP Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, estimates and other forecasts and plans so furnished to it and any use of or reliance by Summit MLP Buyer on such projections, estimates and other forecasts and plans shall be at its sole risk; and (d) agrees, to the fullest extent permitted by Law, and absent actual (but not constructive) fraud, that none of SMP Holdings Seller, Tioga or the Water Gathering Company (except as expressly provided herein) or any of their respective Representatives, Affiliates or agents shall have any liability or responsibility whatsoever to Summit MLP Buyer or its Representatives, Affiliates or agents on any basis (including in contract or tort, under federal or state securities Laws or otherwise) resulting from the furnishing to Summit MLPBuyer, or from Summit MLPBuyer’s use of, any Due Diligence Information, except for liability or responsibility for the representations representations, warranties and warranties covenants expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.4or in the Transaction Documents.

Opportunity for Independent Investigation. Summit MLP (a) The Purchaser recognizes that investment in the Company Shares involves substantial risks. The Purchaser is an (or its advisors are) experienced and knowledgeable investor in the United Statesdevelopment, construction and operation of renewable energy business and aware of the risks of such business. Summit MLP The Purchaser acknowledges that it has conducted been given such access to the premises, books, records and officers of the Group Companies and has had the opportunity to review such other data and other information with respect to the Group Companies as the Purchaser has deemed necessary in its own sole judgment to evaluate the Transactions and the current condition and affairs of the Group Companies and their respective assets, properties, business, condition (financial and otherwise) and prospects. In making its decision to execute this Agreement and to purchase the Company Shares, the Purchaser has relied and will rely solely upon (i) the results of such independent review and analysis evaluation and (ii) the express representations and warranties of the Business and of the AssetsSellers contained in, liabilities, results of operations, financial condition, technology and prospects of the Company and acknowledges that Summit MLP has been provided access to personnel, properties, premises and records of the Company for such purpose. In entering into this Agreement, Summit MLP has relied solely upon the representations, warranties and covenants contained herein and upon its own investigation and analysis of the Company and the Business (such investigation other provisions of, this Agreement and analysis having been performed by Summit MLP), and Summit MLP:the Transaction Documents. (ab) acknowledges Notwithstanding anything contained in this Agreement to the contrary, the Purchaser understands and agrees that it no Seller has made, and is not been induced by and has not relied upon making, any Due Diligence Information, representations, warranties representation or statements, whether oral or writtenwarranty whatsoever, express or implied, made by SMP Holdings with respect to the Transactions or the Company Sellers, any member of the Actis Group, any Affiliates of Mesoamerica, the Group Companies or their respective assets, properties, business, financial condition and prospects or any of their respective Representativesother matter, Affiliates or agents except for the other than those representations and warranties of such Seller expressly set forth in this Agreement and those items delivered the Transaction Documents. The Purchaser acknowledges that it has carefully reviewed and, after such consultation with counsel as it has deemed necessary, agreed to Summit MLP pursuant to Section 2.4; (b) acknowledges the limitations and agrees that, except for the representations and warranties expressly disclaimers set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.410.1, none of SMP Holdings or the Company or any of their respective Representativeswhich it hereby agrees are conspicuously disclosed; provided, Affiliates or agents makes or has made any representation or warrantyhowever, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Summit MLP or its Representatives, Affiliates or agents, including any information, document or material provided or made available, or statements made, to Summit MLP (including its Representatives, Affiliates and agents) during site or office visits, in any “data rooms,” management presentations or supplemental due diligence information provided to Summit MLP (including its Representatives, Affiliates and agents), in connection with discussions with management or in any other form in expectation of the transactions contemplated by this Agreement (collectively, the “Due Diligence Information”); (c) acknowledges and agrees that, except for the representations and warranties expressly set forth that nothing in this Agreement and those items delivered Section 5.9 is intended to Summit MLP pursuant to limit Section 2.4, (i) the Due Diligence Information includes certain projections, estimates and other forecasts and certain business plan information, (ii) there are uncertainties inherent in attempting to make such projections, estimates and other forecasts and plans and Summit MLP is aware of such uncertainties, and (iii) Summit MLP is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, estimates and other forecasts and plans so furnished to it and any use of or reliance by Summit MLP on such projections, estimates and other forecasts and plans shall be at its sole risk; and (d) agrees, to the fullest extent permitted by Law, that none of SMP Holdings or the Company (except as expressly provided herein) or any of their respective Representatives, Affiliates or agents shall have any liability or responsibility whatsoever to Summit MLP or its Representatives, Affiliates or agents on any basis (including in contract or tort, under federal or state securities Laws or otherwise) resulting from the furnishing to Summit MLP, or from Summit MLP’s use of, any Due Diligence Information, except for liability or responsibility for the representations and warranties expressly set forth in this Agreement and those items delivered to Summit MLP pursuant to Section 2.410.1.