Common use of Waiver of Other Representations Clause in Contracts

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND V, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, EXPRESS OR IMPLIED AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBY.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY STATUTORY OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE COMPANY OR THE GULF LNG COMPANIES AND ANY OTHER THE ASSETS RELATING TO OR USED IN CONNECTION WITH THE PROJECT, THE PIPELINE OR THE BUSINESS OF THE GULF LNG COMPANIES, EXCEPT THOSE REPRESENTATIONS OR AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDSET FORTH IN ARTICLE III HEREOF. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREINNONE OF SELLER NOR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS ISOFFICERS, WHERE ISEMPLOYEES, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER AGENTS, TRUSTEES, OR REPRESENTATIVES MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, EXPRESS OR IMPLIED AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO BUYER WITH RESPECT TO ANY LIABILITY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASERPROJECT, OR PURCHASER’S USE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS OR OTHER INCIDENTS OF OR RELIANCE ONTHE PROJECT, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OFTHE PIPELINE, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYBUSINESS OF THE GULF LNG COMPANIES.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES Article III AND Article IV AND VTHE CERTIFICATE DELIVERED PURSUANT TO SECTION 7.3, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORALORAL WITH RESPECT TO (I) THE INTERESTS, THE ACQUIRED COMPANIES OR ANY OF THE PURCHASED ASSETS, OR ANY PART THEREOF AND (II) THE ACCURACY OR COMPLETENESS OF THE INFORMATION, RECORDS, AND DATA NOW, HERETOFORE, OR HEREAFTER MADE AVAILABLE TO BUYER IN CONNECTION WITH THIS AGREEMENT (INCLUDING ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS DESCRIPTION OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH COMPANIES, THE SALE PURCHASED ASSETS, REVENUE, PRICE AND EXPENSE ASSUMPTIONS, FINANCIAL PROJECTIONS OR FORECASTS, ELECTRICITY DEMAND FORECASTS, OR ENVIRONMENTAL INFORMATION, OR ANY OTHER INFORMATION FURNISHED TO BUYER BY SELLER OR ANY AFFILIATE OF SELLER (INCLUDING THE ACQUIRED COMPANIES) OR ANY OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, EXPRESS OR IMPLIED RESPECTIVE REPRESENTATIVES THEREOF) AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS BUYER HAS NOT EXECUTED OR AUTHORIZED THE EXECUTION OF THIS AGREEMENT IN RELIANCE UPON ANY SUCH PROMISE, REPRESENTATION OR WARRANTY NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYSET FORTH HEREIN.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VHEREIN, IT IS THE EXPLICIT INTENT OF EACH PARTYPARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER PROPPANTS OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAWWRITTEN OR ORAL, STATUTORY INCLUDING ANY IMPLIED REPRESENTATION OR OTHERWISEWARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE CONTRIBUTED INTERESTS, THE BUSINESS, AUGUSTA OR ITS ASSETS OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT. (b) NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF THE PARTNERSHIP OR ANY OF ITS AFFILIATES (INCLUDING ACQUISITION CO.) OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND INCLUDING ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER IMPLIED REPRESENTATION OR WARRANTY OF AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY KIND PARTICULAR PURPOSE WITH RESPECT TO THE PARTNERSHIP, ITS BUSINESS OR NATUREASSETS OR ANY PART THEREOF, EXPRESS OR IMPLIED EXCEPT THOSE REPRESENTATIONS AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR CONTAINED IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBY.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR NEITHER SMP HOLDINGS NOR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE COMPANY INTERESTS, THE ASSETS OF THE COMPANY OR THE COMPANY, OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDCONTAINED IN Article III AND Article IV. (b) EXCEPT AS OTHERWISE THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED HEREINCONTAINED IN Article III AND Article IV, SELLER’S SMP HOLDINGS’ INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES COMPANY ARE BEING TRANSFERRED THROUGH THE SALE OF THE COMPANY INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION SMP HOLDINGS AND ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANY AND ANY SUCH ITS ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM INCIDENTS OF THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYCOMPANY AND ITS ASSETS.

Waiver of Other Representations. IN ENTERING INTO THIS AGREEMENT, BUYER HAS RELIED ONLY UPON THE REPRESENTATIONS, WARRANTIES AND COVENANTS SET FORTH IN THIS AGREEMENT AND THE TRANSACTION DOCUMENTS, AND ITS DUE DILIGENCE INVESTIGATION AND ANALYSIS OF THE COMPANY AND THE COMPANY ASSETS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER: (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY ACKNOWLEDGES AND EXCEPT THOSE AGREES IT HAS NOT BEEN INDUCED BY AND HAS NOT RELIED UPON ANY REPRESENTATIONS AND WARRANTIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, MADE BY SELLER, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, MANAGERS, OFFICERS, EQUITY HOLDERS, EMPLOYEES, CONTROLLING PERSONS, AGENTS, ADVISORS OR REPRESENTATIVES THAT ARE NOT EXPRESSLY SET FORTH IN ARTICLES IV AND VARTICLE 3 (SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 3.24) OR IN THE TRANSACTION DOCUMENTS, IT IS THE EXPLICIT INTENT OF EACH PARTYWHETHER OR NOT SUCH REPRESENTATIONS, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER WARRANTIES OR ANY OF ITS AFFILIATES STATEMENTS WERE MADE IN WRITING OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.ORALLY; (b) ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS HEREIN OR IN THE COMPANIES AND TRANSACTION DOCUMENTS (A) IN ACQUIRING THE MEMBERSHIP INTERESTS, BUYER IS ACQUIRING THE COMPANY ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS ON AN “AS IS, WHERE IS, WITH ALL FAULTS,” BASIS AND SELLER MAKES NO OTHER REPRESENTATION (B) SELLER, ON BEHALF OF ITSELF AND ITS AFFILIATES, EXPRESSLY DISCLAIMS, AND BUYER HAS NOT RELIED UPON, ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO (1) TITLE TO ANY ASSETS OF THE COMPANY, INCLUDING THE COMPANY ASSETS, (2) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM RELATING TO THE COMPANY BUSINESS, THE MEMBERSHIP INTERESTS OR ASSETS OF THE COMPANY, INCLUDING THE COMPANY ASSETS, (3) ANY ESTIMATES OF THE VALUE OF THE COMPANY BUSINESS, THE MEMBERSHIP INTERESTS OR ASSETS OF THE COMPANY, INCLUDING THE COMPANY ASSETS, OR FUTURE REVENUES GENERATED THEREBY, (4) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN, MARKETABILITY, PROSPECTS (FINANCIAL OR OTHERWISE) OR RISKS AND OTHER INCIDENTS OF THE COMPANY BUSINESS, THE MEMBERSHIP INTERESTS OR ASSETS OF THE COMPANY, INCLUDING THE COMPANY ASSETS OR (5) ANY OTHER DUE DILIGENCE INFORMATION, AND FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES; (c) ACKNOWLEDGES AND AGREES THAT THE PURCHASE PRICE, AS ADJUSTED, FOR THE MEMBERSHIP INTERESTS HAS BEEN SPECIFICALLY NEGOTIATED AND ADJUSTED TO TAKE INTO ACCOUNT THE “AS IS, WHERE IS, WITH ALL FAULTS” NATURE OF THIS INVESTMENT AND THE DISCLAIMERS AND WAIVER OF REPRESENTATIONS AND WARRANTIES OF SELLER AND ITS AFFILIATES AS STATED HEREIN; (d) ACKNOWLEDGES AND AGREES THAT NONE OF SELLER, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, MANAGERS, OFFICERS, EQUITY HOLDERS, EMPLOYEES, CONTROLLING PERSONS, AGENTS, ADVISORS OR REPRESENTATIVES 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 BUYER OR ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, MANAGERS, OFFICERS, EQUITY HOLDERS, EMPLOYEES, CONTROLLING PERSONS, AGENTS, ADVISORS OR REPRESENTATIVES, INCLUDING ANY INFORMATION, DOCUMENT, OR MATERIAL PROVIDED OR MADE AVAILABLE, OR STATEMENTS MADE, TO BUYER OR ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, MANAGERS, OFFICERS, EQUITY HOLDERS, EMPLOYEES, CONTROLLING PERSONS, AGENTS, ADVISORS OR REPRESENTATIVES DURING SITE OR OFFICE VISITS, IN ANY “DATA ROOMS” (INCLUDING INTERNET-BASED DATA ROOMS), MANAGEMENT PRESENTATIONS OR SUPPLEMENTAL DUE DILIGENCE INFORMATION PROVIDED TO BUYER OR ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, MANAGERS, OFFICERS, EQUITY HOLDERS, EMPLOYEES, CONTROLLING PERSONS, AGENTS, ADVISORS OR REPRESENTATIVES IN CONNECTION WITH DISCUSSIONS OR ACCESS TO MANAGEMENT OF THE COMPANY OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (COLLECTIVELY, THE “DUE DILIGENCE INFORMATION”), EXCEPT IN EACH CASE TO THE EXTENT EXPRESSLY SET FORTH IN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 3 (SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 3.24) OR IN ANY TRANSACTION DOCUMENT; (e) ACKNOWLEDGES AND AGREES THAT (A) THE DUE DILIGENCE INFORMATION INCLUDES CERTAIN PROJECTIONS, ESTIMATES AND OTHER FORECASTS, AND CERTAIN BUDGETS AND BUSINESS PLAN INFORMATION, INCLUDING THOSE ATTACHED AS EXHIBITS OR SCHEDULES TO THE TRANSACTION DOCUMENTS, (B) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS, ESTIMATES AND OTHER FORECASTS AND PLANS AND IT IS FAMILIAR WITH SUCH UNCERTAINTIES, AND (C) EXCEPT IN EACH CASE TO THE EXTENT SET FORTH IN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 3 (SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 3.24), OR IN ANY TRANSACTION DOCUMENT, WHICH MAY IMPACT CERTAIN FACTS, CIRCUMSTANCES OR CONDITIONS, UPON WHICH SUCH PROJECTIONS, ESTIMATES AND OTHER FORECASTS, BUDGETS AND PLANS MAY BE BASED), IT IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATIONS OF THE ADEQUACY AND ACCURACY OF ALL PROJECTIONS, ESTIMATES AND OTHER FORECASTS, BUDGETS AND PLANS SO FURNISHED TO IT, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ONBY IT ON SUCH PROJECTIONS, ANY INFORMATIONESTIMATES AND OTHER FORECASTS, DOCUMENTS OR MATERIAL MADE AVAILABLE BUDGETS AND PLANS SHALL BE AT ITS SOLE RISK; (f) AGREES, TO PURCHASER IN EXPECTATION OFTHE FULLEST EXTENT PERMITTED BY LAW, OR IN CONNECTION WITHEACH CASE TO THE EXTENT SET FORTH IN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 3 (SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 3.24), OR IN ANY TRANSACTION DOCUMENT, THAT NONE OF SELLER, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, MANAGERS, OFFICERS, EQUITY HOLDERS, EMPLOYEES, CONTROLLING PERSONS, AGENTS, ADVISORS OR REPRESENTATIVES SHALL HAVE ANY LIABILITY OR RESPONSIBILITY WHATSOEVER TO BUYER, ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, MANAGERS, OFFICERS, EQUITY HOLDERS, EMPLOYEES, CONTROLLING PERSONS, AGENTS, ADVISORS OR REPRESENTATIVES ON ANY BASIS (INCLUDING IN CONTRACT OR TORT, UNDER FEDERAL OR STATE SECURITIES LAWS OR OTHERWISE) RESULTING FROM THE TRANSACTIONS CONTEMPLATED HEREBYFURNISHING TO BUYER AND/OR ITS AFFILIATES, OR ANY BUYER’S AND/OR ITS AFFILIATES’ USE OF, ANY DUE DILIGENCE INFORMATION.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY NEW MEMBER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT THOSE FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH CONTAINED IN ARTICLES ARTICLE III AND ARTICLE IV AND V(AS MODIFIED BY THE DISCLOSURE SCHEDULE), IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER THE EXISTING MEMBER OR THE COMPANY OR ANY AFFILIATE NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY IN RESPECT OF THE BUSINESS, THE ASSETS OR THE COMPANY, ITS BUSINESS OR ANY OF ITS AFFILIATES ASSETS, LIABILITIES OR REPRESENTATIVES HAS MADE OPERATIONS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR IS MAKING FITNESS FOR ANY REPRESENTATION PARTICULAR PURPOSE, OR WARRANTY WHATSOEVER, EXPRESS WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORALFORECASTS RELATING TO THE COMPANY, AND ANY SUCH OTHER REPRESENTATIONS OR REPRESENTATION AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EACH PARTY ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE CONDITION, OPERATIONS AND BUSINESS OF THE OTHER PARTY AND IT SUBSIDIARIES AND, WITH RESPECT TO THE NEW MEMBER, THE BUSINESS, THE ASSETS, THE COMPANY AND ITS AFFILIATES AND, IN MAKING ITS DETERMINATION TO PROCEED WITH THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS, EACH PARTY HAS RELIED ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION. (c) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLERINCLUDING THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III AND ARTICLE IV (AS MODIFIED BY THE DISCLOSURE SCHEDULE), THE EXISTING MEMBER’S INTERESTS IN THE COMPANIES COMPANY AND THE ITS ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE MEMBERSHIP INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION THE EXISTING MEMBER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE BUSINESS, THE COMPANY AND ANY SUCH THE ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR INCIDENTS OF THE BUSINESS, THE COMPANY AND THE ASSETS. (d) EACH PARTY ACKNOWLEDGES AND AGREES THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW, THE DISCLAIMERS CONTAINED IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM SECTION 11.08 ARE “CONSPICUOUS” FOR THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE PURPOSES OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYSUCH APPLICABLE LAW.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH CONTAINED IN ARTICLES IV AND VTHIS AGREEMENT, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF NEITHER SELLER OR NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAWLAW OR IN EQUITY, STATUTORY IN RESPECT OF THE MEMBERS OF THE NOARK GROUP, THEIR RESPECTIVE BUSINESSES OR OTHERWISEANY OF THEIR ASSETS, WRITTEN LIABILITIES OR ORALOPERATIONS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO NOARK AND THE NOARK SUBSIDIARIES, AND ANY SUCH OTHER REPRESENTATIONS OR REPRESENTATION AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S DIRECT AND INDIRECT INTERESTS IN THE COMPANIES AND THE ASSETS MEMBERS OF THE ACQUIRED COMPANIES NOARK GROUP AND THEIR RESPECTIVE ASSETS ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS SHARES “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE MEMBERS OF THE NOARK GROUP AND ANY THEIR RESPECTIVE ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM MEMBERS OF THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYNOARK GROUP AND THEIR RESPECTIVE ASSETS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VHEREIN, IT IS THE EXPLICIT INTENT OF EACH PARTYPARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER SELLER, ENTERGY, XXXX OR ANY OF ITS THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PURCHASED INTERESTS, THE COMPANIES, THEIR ASSETS, OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, AND WITHOUT IN ANY OTHER REPRESENTATIONS WAY LIMITING THE FOREGOING, SELLER MAKES NO REPRESENTATION OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDWARRANTY TO BUYER WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE COMPANIES. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE THEIR ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE PURCHASED INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANIES AND ANY SUCH THEIR ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM INCIDENTS OF THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYCOMPANIES AND THEIR ASSETS. (c) The representations and warranties contained in Section 4.11 shall be the exclusive representations and warranties with regard to Environmental Laws and related matters.

Waiver of Other Representations. No Reliance; “As Is” Sale. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VARTICLE III, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF SELLER, ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AND WITH RESPECT TO, (I) THE ACQUIRED ASSETS, THE ASSUMED LIABILITIES, OR ANY OTHER REPRESENTATIONS PART THEREOF OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (bII) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS ACCURACY OR COMPLETENESS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS ISINFORMATION, WHERE ISRECORDS, AND DATA NOW, HERETOFORE, OR HEREAFTER MADE AVAILABLE TO BUYER IN CONNECTION WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, EXPRESS OR IMPLIED THIS AGREEMENT AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. BUYER HAS NOT EXECUTED OR AUTHORIZED THE EXECUTION OF THIS AGREEMENT IN RELIANCE UPON ANY SUCH PROMISE, REPRESENTATION OR WARRANTY NOT EXPRESSLY SET FORTH HEREIN. (b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III, THE ACQUIRED ASSETS ARE SOLD “AS IS, WHERE IS,” “WITH ALL FAULTS,” AND NONE OF SELLER OR ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, MAKE OR HAVE MADE, AND BUYER IS NOT RELYING ON, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AS TO LIABILITIES, OPERATIONS OF THE FACILITIES, TITLE, CONDITION, VALUE OR QUALITY OF THE ACQUIRED ASSETS OR THE PROSPECTS (FINANCIAL AND OTHERWISE), RISKS OR ANY OTHER MATTERS RESPECTING THE ACQUIRED ASSETS OR ASSUMED LIABILITIES, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO (I) THE ACTUAL OR RATED GENERATING CAPABILITY OF ANY OF THE FACILITIES OR THE ABILITY OF BUYER TO SELL FROM ANY OF THE FACILITIES ELECTRIC ENERGY, CAPACITY OR OTHER PRODUCTS RECOGNIZED BY ISO-NE FROM TIME TO TIME, (II) MERCHANTABILITY, USAGE, OR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE ACQUIRED ASSETS, OR ANY PART THEREOF, (III) THE WORKMANSHIP OF THE ACQUIRED ASSETS, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, (IV) COMPLIANCE WITH ENVIRONMENTAL REQUIREMENTS RESPECTING THE ACQUIRED ASSETS, (V) WHETHER SELLER POSSESSES SUFFICIENT REAL PROPERTY OR PERSONAL PROPERTY TO OPERATE THE ACQUIRED ASSETS, OR (VI) THE PROBABLE SUCCESS OR PROFITABILITY OF OPERATING THE ACQUIRED ASSETS AFTER THE CLOSING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY SELLER. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER FURTHER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE ABSENCE OF HAZARDOUS SUBSTANCES OR LIABILITY OR POTENTIAL LIABILITY ARISING UNDER ENVIRONMENTAL LAWS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE CONDITION OF THE ACQUIRED ASSETS OR THE SUITABILITY THEREOF FOR OPERATION AS POWER GENERATION FACILITIES OR AS SITES FOR THE DEVELOPMENT OF ADDITIONAL OR REPLACEMENT GENERATION CAPACITY. NO MATERIAL OR INFORMATION MADE AVAILABLE BY OR COMMUNICATIONS MADE BY SELLER, ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES, THE NHPUC, OR ANY BROKER OR INVESTMENT BANKER IN THIS AGREEMENTEXPECTATION OF OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING WITHOUT LIMITATION ANY INFORMATION OR MATERIAL CONTAINED IN THE CONFIDENTIAL INFORMATION MEMORANDUM DATED AS OF MARCH 2017, ANY OTHER EVALUATION OR DUE DILIGENCE MATERIAL, THE DATA SITE, MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, OR ANY ORAL, WRITTEN OR ELECTRONIC RESPONSE TO ANY INFORMATION REQUEST MADE AVAILABLE TO BUYER, WILL CAUSE OR CREATE ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, CONDITION, VALUE OR QUALITY OF THE ACQUIRED ASSETS OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH IN ARTICLE III, AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON BUYER RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYTHEREFROM.

Waiver of Other Representations. (ai) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV SECTIONS 2 AND V3, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER ASSIGNOR OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (bii) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLERASSIGNOR’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED CONTRIBUTED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE CONTRIBUTION OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER ASSIGNOR MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, EXPRESS OR IMPLIED AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER ASSIGNOR SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER ASSIGNEE OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASERASSIGNEE, OR PURCHASERASSIGNEE’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER ASSIGNEE IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBY.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE FOR ANY EXPRESS REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VTHIS ARTICLE III, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AND ANY OTHER REPRESENTATIONS OR WARRANTIES PURCHASED INTERESTS ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS SOLD “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION SELLERS EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE LIABILITIES, OPERATIONS, TITLE, CONDITION, VALUE OR QUALITY OF THE ASSETS OR PROPERTIES OF THE COMPANIES OR THE PROSPECTS (FINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF OWNERSHIP OF THE COMPANIES AND THEIR ASSETS AND PROPERTIES, AND SELLERS SPECIFICALLY DISCLAIM ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY OF MERCHANTABILITY, USAGE, OR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE ASSETS OR PROPERTIES OF THE COMPANIES, OR ANY PART THEREOF, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. WITHOUT LIMITING THE FOREGOING, EXCEPT AS SET FORTH IN THIS ARTICLE III, SELLERS EXPRESSLY DISCLAIMEDDISCLAIM COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS BY THE COMPANIES, OR AS TO THE CONDITION OF THE ASSETS OR PROPERTIES OF THE COMPANIES, OR ANY PART THEREOF, AND, EXCEPT AS SET FORTH IN THIS ARTICLE III, FURTHER SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES REGARDING THE ABSENCE OF ANY HAZARDOUS MATERIALS, ENVIRONMENTAL LIABILITIES OR POTENTIAL ENVIRONMENTAL LIABILITIES. EXCEPT AS EXPRESSLY PROVIDED FOR SET FORTH IN THIS AGREEMENTARTICLE III, SELLER SHALL NOT HAVE SELLERS EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE COMPANIES’ SYSTEMS OR FACILITIES THAT ARE TO BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYCONSTRUCTED.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY EXCEPT FOR AND EXCEPT WITHOUT ANY LIMITATION WHATSOEVER ON THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH CONTAINED IN ARTICLES IV AND VTHIS AGREEMENT OR IN ANY CERTIFICATE OR WRITTEN STATEMENT FURNISHED, IT IS OR TO BE FURNISHED TO CONTRIBUTEE PURSUANT TO THIS AGREEMENT OR IN CONNECTION WITH THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT TRANSACTIONS CONTEMPLATED HEREBY: (A) NONE OF SELLER OR CONTRIBUTORS, NOR ANY OF ITS THEIR AFFILIATES OR REPRESENTATIVES REPRESENTATIVES, HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAWLAW OR IN EQUITY, IN RESPECT OF EACH COMPANY, ITS BUSINESS OR ANY OF ITS ASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO EACH COMPANY, AND ANY SUCH OTHER REPRESENTATION AND WARRANTIES ARE HEREBY DISCLAIMED; (B) CONTRIBUTEE SHALL HAVE INSPECTED, OR WAIVED (AND UPON CLOSING SHALL BE DEEMED TO HAVE WAIVED) ITS RIGHT TO INSPECT, THE ASSETS FOR ALL PURPOSES AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING BUT NOT LIMITED TO CONDITIONS SPECIFICALLY RELATED TO THE PRESENCE, RELEASE OR DISPOSAL OF HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS AND OTHER MAN-MADE FIBERS, OR NATURALLY OCCURRING RADIOACTIVE MATERIALS (“NORM”); (C) CONTRIBUTEE IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE ASSETS, AND CONTRIBUTEE SHALL ACCEPT ALL OF THE SAME IN THEIR “AS IS,” “WHERE IS” CONDITION; AND (D) CONTRIBUTORS MAKE NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF ANY DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION OR MATERIALS NOW, HERETOFORE OR HEREAFTER FURNISHED OR MADE AVAILABLE TO CONTRIBUTEE IN CONNECTION WITH THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, RELATIVE TO PRICING ASSUMPTIONS, OR QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE PROPERTIES OR THE ABILITY OR POTENTIAL OF THE PROPERTIES TO PRODUCE HYDROCARBONS OR THE ENVIRONMENTAL CONDITION OF THE PROPERTIES OR ANY OTHER MATTERS CONTAINED IN ANY MATERIALS FURNISHED OR MADE AVAILABLE TO CONTRIBUTEE BY CONTRIBUTOR OR BY CONTRIBUTOR’S AGENTS OR REPRESENTATIVES (ANY AND ALL SUCH DATA, RECORDS, REPORTS, PROJECTIONS, INFORMATION AND OTHER MATERIALS (WRITTEN OR ORAL, ) FURNISHED BY CONTRIBUTOR OR OTHERWISE MADE AVAILABLE OR DISCLOSED TO CONTRIBUTEE ARE PROVIDED TO CONTRIBUTEE AS A CONVENIENCE AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, EXPRESS OR IMPLIED AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE CREATE OR BE SUBJECT GIVE RISE TO ANY LIABILITY TO PURCHASER OF OR AGAINST CONTRIBUTORS AND ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, RELIANCE ON OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE THE SAME SHALL BE AT CONTRIBUTEE’S SOLE RISK TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYMAXIMUM EXTENT PERMITTED BY LAW).

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTYPARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF NEITHER SELLER OR NOR ANY OF ITS SUCH SELLER’S AFFILIATES OR SUCH SELLER’S AND SUCH SELLER’S RESPECTIVE REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE SUBJECT CLASS A UNITS, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLERS IN SECTION 3.1 AND IN THE SELLERS’ CERTIFICATE. IN PARTICULAR, AND WITHOUT IN ANY OTHER REPRESENTATIONS WAY LIMITING THE FOREGOING, (I) NEITHER SELLER NOR ANY OF SUCH SELLER’S AFFILIATES OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDSUCH SELLER’S OR SUCH SELLER’S RESPECTIVE REPRESENTATIVES MAKES ANY REPRESENTATION OR WARRANTY REGARDING ANY ENVIRONMENTAL MATTERS AND (II) NEITHER SELLER NOR ANY OF SUCH SELLER’S AFFILIATES OR SUCH SELLER’S OR SUCH SELLER’S REPRESENTATIVES MAKES ANY REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE SUBJECT CLASS A UNITS. (b) EXCEPT AS OTHERWISE FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS CONTAINED IN SECTION 3.1 AND IN THE COMPANIES AND SELLERS’ CERTIFICATE: THE ASSETS OF THE ACQUIRED COMPANIES SUBJECT CLASS A UNITS ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS SUBJECT CLASS A UNITS “AS IS, WHERE IS, WITH ALL FAULTS,” AND EACH SELLER MAKES NO AND ITS AFFILIATES AND ITS AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM, AND PURCHASER AND ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM RELIANCE UPON ANY AND ALL OTHER REPRESENTATION REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, INCLUDING REPRESENTATIONS AND WARRANTIES AS TO THE CONDITION, VALUE OR QUALITY OF THE SUBJECT CLASS A UNITS OR THE PROSPECTS, RISKS AND OTHER INCIDENTS OF THE SUBJECT CLASS A UNITS. (c) PURCHASER ACKNOWLEDGES THAT THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.1 AND IN THE SELLERS’ CERTIFICATE ARE THOSE ONLY OF SUCH SELLERS AND NOT OF ANY SUCH OTHER REPRESENTATIONS PERSON INCLUDING ANY AFFILIATE OR WARRANTIES ARE HEREBY REPRESENTATIVE OF SELLERS OR ANY OF THEIR AFFILIATES. PURCHASER FURTHER ACKNOWLEDGES, ON BEHALF OF ITSELF AND ITS AFFILIATES, THAT IT HAS NOT RELIED ON ANY REPRESENTATION NOT EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR SET FORTH IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBY.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT FOR THOSE EXPRESS REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH CONTAINED IN ARTICLES IV AND VARTICLE III OR ARTICLE IV, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S SELLERS’ INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES COMPANY ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION SELLERS EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANY AND ANY SUCH THE FACILITY OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. INCIDENTS OF THE COMPANY AND THE FACILITY. (b) EXCEPT AS EXPRESSLY PROVIDED FOR IN THE OBLIGATIONS OF SELLERS UNDER THIS AGREEMENT, SELLER SHALL NOT FOR AND IN CONSIDERATION OF THE TRANSFER OF THE INTERESTS, EFFECTIVE AS OF THE CLOSING DATE, PURCHASER AND THE COMPANY AND THEIR RESPECTIVE AFFILIATES HEREBY RELEASE, ACQUIT AND FOREVER DISCHARGE SELLERS AND THEIR RESPECTIVE AFFILIATES, EACH OF THEIR PRESENT AND FORMER REPRESENTATIVES AND EACH OF THEIR RESPECTIVE HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS, FROM ANY AND ALL MANNER OF CAUSE OR CAUSES OF ACTION, DEMANDS, RIGHTS, DAMAGES, DEBTS, DUES, SUMS OF MONEY, ACCOUNTS, RECKONINGS, COSTS, EXPENSES, RESPONSIBILITIES, COVENANTS, CONTRACTS, CONTROVERSIES, AGREEMENTS AND CLAIMS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, OF EVERY NAME AND NATURE, BOTH IN LAW AND IN EQUITY, WHICH PURCHASER OR ITS AFFILIATES OR THEIR SUCCESSORS AND ASSIGNS EVER HAD, NOW HAVE, OR WHICH THEY OR THEIR SUCCESSORS OR ASSIGNS HEREAFTER MAY HAVE OR BE SUBJECT SHALL HAVE AGAINST SELLERS AND THEIR RESPECTIVE AFFILIATES, EACH OF THEIR PRESENT AND FORMER REPRESENTATIVES AND EACH OF THEIR RESPECTIVE HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS, ARISING OUT OF OR WITH RESPECT TO ANY LIABILITY MATTERS, CAUSES, ACTS, CONDUCT, CLAIMS, CIRCUMSTANCES OR EVENTS EXISTING, OCCURRING OR FAILING TO PURCHASER OCCUR, WHETHER PRIOR TO, ON OR ANY OTHER PERSON RESULTING FROM AFTER THE DISTRIBUTION CLOSING DATE, INCLUDING WITH RESPECT TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT FOR THOSE EXPRESS REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH CONTAINED IN ARTICLES IV ARTICLE III, PURCHASERS UNDERSTAND AND V, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, AGREE THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES FACILITY ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “ACQUIRED "AS IS, WHERE IS, WITH ALL FAULTS,” " AND SELLER MAKES NO OTHER REPRESENTATION EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANY AND ANY SUCH THE FACILITY OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. INCIDENTS OF THE COMPANY AND THE FACILITY. (b) EXCEPT AS EXPRESSLY PROVIDED FOR IN THE OBLIGATIONS OF SELLER UNDER THIS AGREEMENT AND THE OWNERSHIP AND OPERATING AGREEMENT, FOR AND IN CONSIDERATION OF THE TRANSFER OF UNDIVIDED INTERESTS IN THE ASSETS AND LIABILITIES OF THE FACILITY, EFFECTIVE AS OF THE CLOSING DATE, PURCHASERS AND THEIR RESPECTIVE AFFILIATES HEREBY RELEASE, ACQUIT AND FOREVER DISCHARGE SELLER SHALL NOT AND ITS RESPECTIVE AFFILIATES, EACH OF ITS PRESENT AND FORMER REPRESENTATIVES AND EACH OF ITS RESPECTIVE HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS, FROM ANY AND ALL MANNER OF CAUSE OR CAUSES OF ACTION, DEMANDS, RIGHTS, DAMAGES, DEBTS, DUES, SUMS OF MONEY, ACCOUNTS, RECKONINGS, COSTS, EXPENSES, RESPONSIBILITIES, COVENANTS, CONTRACTS, CONTROVERSIES, AGREEMENTS AND CLAIMS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, OF EVERY NAME AND NATURE, BOTH IN LAW AND IN EQUITY, WHICH PURCHASERS OR THEIR AFFILIATES OR THEIR SUCCESSORS AND ASSIGNS EVER HAD, NOW HAVE, OR WHICH THEY OR THEIR SUCCESSORS OR ASSIGNS HEREAFTER MAY HAVE OR BE SUBJECT SHALL HAVE AGAINST SELLER AND ITS RESPECTIVE AFFILIATES, EACH OF ITS PRESENT AND FORMER REPRESENTATIVES AND EACH OF ITS RESPECTIVE HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS, ARISING OUT OF OR WITH RESPECT TO ANY LIABILITY MATTERS, CAUSES, ACTS, CONDUCT, CLAIMS, CIRCUMSTANCES OR EVENTS EXISTING, OCCURRING OR FAILING TO PURCHASER OCCUR, WHETHER PRIOR TO, ON OR ANY OTHER PERSON RESULTING FROM AFTER THE DISTRIBUTION CLOSING DATE, INCLUDING WITH RESPECT TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF NEITHER SELLER OR NOR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE INTERESTS, THE COMPANY, THE ASSETS OF THE COMPANY OR THE BUSINESS OF THE COMPANY, OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDCONTAINED IN ARTICLE III AND ARTICLE IV. (b) EXCEPT AS OTHERWISE THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED HEREINCONTAINED IN ARTICLE III AND ARTICLE IV, SELLER’S THE INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION SELLER, ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANY OR ITS ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND ANY SUCH OTHER REPRESENTATIONS INCIDENTS OF THE COMPANY OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYITS ASSETS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR SELLERS NOR ANY OF ITS THEIR AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAWEXPRESS, STATUTORY OR OTHERWISEIMPLIED, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FREEDOM FROM REDHIBITORY VICES OR DEFECTS, THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY, IN EACH CASE, WITH RESPECT TO ANY PURCHASED ASSETS, THE BUSINESS, OR ANY PART THEREOF, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING SELLERS, THEIR AFFILIATES OR THE BUSINESS AND THE PURCHASED ASSETS FURNISHED OR MADE AVAILABLE TO BUYER, OR ANY OF ITS REPRESENTATIVES, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLERS IN ARTICLE III, BUYER EXPRESSLY DISCLAIMS RELIANCE UPON ANY SUCH OTHER REPRESENTATION OR WARRANTY NOT SET FORTH IN ARTICLE III OR ANY LIABILITY OR RESPONSIBILITY THEREFOR. BUYER EXPRESSLY DISCLAIMS ANY OBLIGATION OR DUTY BY SELLERS OR ANY OTHER PERSON, INCLUDING ANY AFFILIATES OF SELLERS, TO MAKE ANY DISCLOSURES OF FACT NOT REQUIRED TO BE DISCLOSED PURSUANT TO THE SPECIFIC REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE III. IN PARTICULAR, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY FOUND IN THIS AGREEMENT (I) OF SELLERS NOR ANY OF THEIR AFFILIATES OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDTHEIR RESPECTIVE REPRESENTATIVES MAKES ANY REPRESENTATION OR WARRANTY REGARDING ANY ENVIRONMENTAL MATTERS AND (II) NONE OF SELLERS NOR ANY OF THEIR AFFILIATES OR ITS OR THEIR RESPECTIVE REPRESENTATIVES MAKES ANY REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO (A) ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO ANY PURCHASED ASSETS OR THE BUSINESS OR (B) ANY ORAL OR WRITTEN INFORMATION PRESENTED TO BUYER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES IN THE COURSE OF THEIR DUE DILIGENCE INVESTIGATION OF SELLERS OR ANY OF THEIR SUBSIDIARIES OR THE BUSINESS (INCLUDING THE BUSINESS OR THE PURCHASED ASSETS), THE NEGOTIATION OF THIS AGREEMENT OR IN THE COURSE OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE TRANSACTION DOCUMENTS. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S SELLERS’ INTERESTS IN THE COMPANIES AND THE PURCHASED ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS SOLD, TRANSFERRED, CONVEYED AND ASSIGNED TO BUYER “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION SELLERS AND THEIR AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM, AND BUYER, ON BEHALF OF ITSELF AND ITS AFFILIATES AND ITS AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIMS RELIANCE UPON ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED OTHER THAN THOSE SET FORTH IN ARTICLE III OF THIS AGREEMENT, AS TO THE CONDITION, VALUE OR QUALITY OF ANY OF THE PURCHASED ASSETS, THE BUSINESS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF ANY SUCH OF THE PURCHASED ASSETS OR THE BUSINESS. (c) BUYER ACKNOWLEDGES THAT THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE III ARE THOSE ONLY OF SELLERS AND NOT OF ANY OTHER REPRESENTATIONS PERSON INCLUDING ANY AFFILIATE OR WARRANTIES ARE HEREBY REPRESENTATIVE OF SELLERS OR ANY OF THEIR AFFILIATES. BUYER FURTHER ACKNOWLEDGES, ON BEHALF OF ITSELF AND ITS AFFILIATES, THAT IT HAS NOT RELIED ON ANY REPRESENTATION NOT EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR SET FORTH IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBY.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTYPARTY HERETO, AND THE PARTIES HERETO HEREBY AGREE, THAT NONE OF SELLER SELLERS OR ANY OF ITS THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY LAW OR OTHERWISEIN EQUITY, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO THE COMPANY INTERESTS, THE ACQUIRED COMPANIES, PROJECTS OR ANY OF THE PURCHASED ASSETS, THE COAL PROJECT ASSETS OR ANY PART THEREOF, INCLUDING IN ANY DOCUMENTATION OR OTHER INFORMATION PROVIDED OR MADE AVAILABLE BY ANY SELLER, THE ACQUIRED COMPANIES OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES IN THE ONLINE DATA ROOM OR OTHERWISE, EXCEPT, IN EACH CASE, FOR THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLES III AND IV. IN PARTICULAR, AND WITHOUT IN ANY OTHER REPRESENTATIONS WAY LIMITING THE FOREGOING, (I) EACH SELLER MAKES NO REPRESENTATION OR WARRANTIES ARE HEREBY WARRANTY REGARDING ANY ENVIRONMENTAL MATTERS EXCEPT AS EXPRESSLY DISCLAIMEDSET FORTH IN SECTIONS 4.13 AND 4.14 AND (II) EACH SELLER MAKES NO REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE ACQUIRED COMPANIES, THE PURCHASED ASSETS OR THE COAL PROJECT ASSETS. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREININ THE REPRESENTATIONS AND WARRANTIES IN ARTICLES III AND IV, SELLER’S SELLERS’ INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE COMPANY INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION SELLERS EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE ACQUIRED COMPANIES AND ANY SUCH THEIR RESPECTIVE ASSETS OR THE RESPECTIVE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM INCIDENTS OF THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYACQUIRED COMPANIES AND THEIR RESPECTIVE ASSETS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO BUYER HEREBY REPRESENTS, WARRANTS AND AGREES THAT BUYER IS EXPRESSLY NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF SELLERS NOR THEIR REPRESENTATIVES, EXCEPT FOR THE CONTRARY AND EXCEPT THOSE SPECIFIC REPRESENTATIONS AND WARRANTIES MADE BY SELLERS IN ARTICLE III AND ARTICLE IV OF THIS AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH IN ARTICLES IV AND VTHIS AGREEMENT, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN PURCHASING THE COMPANIES AND MEMBERSHIP INTERESTS, BUYERS ACCEPT THE ASSETS AND PROPERTIES OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, ,” “WHERE IS, ,” AND “WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION OR WARRANTY IN THEIR PRESENT CONDITION AND STATE OF ANY KIND OR NATUREREPAIR, EXPRESS OR IMPLIED SUBJECT ONLY TO THE SPECIFIC REPRESENTATIONS AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDSET FORTH IN ARTICLE III AND ARTICLE IV, EACH AS FURTHER LIMITED BY THE SPECIFICALLY BARGAINED-FOR LIMITATIONS ON REMEDIES SET FORTH IN THIS AGREEMENT. EXCEPT AS EXPRESSLY THE PROVISIONS OF THIS SECTION 5.9, TOGETHER WITH THE LIMITED REMEDIES PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL WERE SPECIFICALLY BARGAINED FOR BETWEEN BUYER AND SELLERS AND WERE TAKEN INTO ACCOUNT BY BUYER AND SELLERS IN ARRIVING AT THE PURCHASE PRICE. BUYER ACKNOWLEDGES AND AGREES TO THE FOREGOING AND AGREES, REPRESENTS AND WARRANTS THAT THE FOREGOING DISCLAIMER IS “CONSPICUOUS” AND THE RESULT OF ARM’S-LENGTH NEGOTIATION, THAT THIS DISCLAIMER IS NOT HAVE OR BOILERPLATE AND THAT THIS DISCLAIMER IS TO BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASERA CLEAR, OR PURCHASER’S USE UNEQUIVOCAL AND EFFECTIVE DISCLAIMER OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYUNDER OKLAHOMA LAW.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VHEREIN, IT IS THE EXPLICIT INTENT OF EACH PARTYPARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER PROPPANTS OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAWWRITTEN OR ORAL, STATUTORY INCLUDING ANY IMPLIED REPRESENTATION OR OTHERWISEWARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE CONTRIBUTED INTERESTS, THE BUSINESS, AUGUSTA OR ITS ASSETS OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT. (b) NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF THE PARTNERSHIP OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND INCLUDING ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER IMPLIED REPRESENTATION OR WARRANTY OF AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY KIND PARTICULAR PURPOSE WITH RESPECT TO THE PARTNERSHIP, ITS BUSINESS OR NATUREASSETS OR ANY PART THEREOF, EXPRESS OR IMPLIED THE PARTNERSHIP UNIT CONSIDERATION, EXCEPT THOSE REPRESENTATIONS AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR CONTAINED IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBY.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VHEREIN, IT IS THE EXPLICIT INTENT OF EACH PARTYPARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER SELLERS, OR ANY OF ITS THEIR AFFILIATES OR REPRESENTATIVES REPRESENTATIVES, HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE COMPANY UNITS, THE COMPANY, THE ASSETS AND PROPERTIES OF THE COMPANY, THE CONVEYED LANDS, THE BUSINESS OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, IN ANY CERTIFICATE DELIVERED AT CLOSING AND IN ANY OF THE OTHER REPRESENTATIONS TRANSACTION DOCUMENTS, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, SELLERS MAKE NO REPRESENTATION OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDWARRANTY TO BUYER WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE COMPANY, THE CONVEYED LANDS, THE ASSETS AND PROPERTIES OF THE COMPANY OR THE BUSINESS. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN ANY CERTIFICATE DELIVERED AT CLOSING AND IN ANY OF THE COMPANIES OTHER TRANSACTION DOCUMENTS, THE COMPANY UNITS, THE CONVEYED LANDS, THE ASSETS AND PROPERTIES OF THE COMPANY AND THE ASSETS OF THE ACQUIRED COMPANIES BUSINESS ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS COMPANY UNITS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION SELLERS EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANY UNITS, THE COMPANY, THE CONVEYED LANDS, THE ASSETS AND PROPERTIES OF THE COMPANY OF ANY TYPE OR DESCRIPTION, THE BUSINESS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE COMPANY UNITS, THE COMPANY, THE CONVEYED LANDS, THE ASSETS AND PROPERTIES OF THE COMPANY AND THE BUSINESS. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING STATEMENTS, EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT AND ITS ATTACHED EXHIBITS, IN ANY CERTIFICATE DELIVERED AT CLOSING AND IN ANY OF THE OTHER TRANSACTION DOCUMENTS, (I) SELLERS MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED AND (II) SELLERS EXPRESSLY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY SUCH OTHER REPRESENTATIONS REPRESENTATION, WARRANTY, STATEMENT OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDINFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO BUYER OR ANY OF ITS AFFILIATES OR ITS AND THEIR RESPECTIVE REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO BUYER BY ANY REPRESENTATIVE OF SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES). EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR HEREIN, IN THIS AGREEMENTANY CERTIFICATE DELIVERED AT CLOSING AND IN ANY OF THE OTHER TRANSACTION DOCUMENTS, SELLER SHALL NOT HAVE SELLERS EXPRESSLY DISCLAIM ANY REPRESENTATION OR BE SUBJECT WARRANTY, EXPRESS, STATUTORY OR IMPLIED, AS TO (A) THE CONTENTS, CHARACTER OR NATURE OF ANY LIABILITY TO PURCHASER DESCRIPTIVE MEMORANDUM OR ANY REPORT OF ANY SURVEYS, STRUCTURAL INTEGRITY, RESERVOIR ENGINEERING CONSULTANT OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION RELATING TO THE FACILITY, THE BUSINESS, THE CONVEYED LANDS OR THE ASSETS AND PROPERTIES OF THE COMPANY, (B) THE PHYSICAL OR OPERATING CAPACITY OF THE FACILITY OR THE QUANTITY (EXCEPT AS SET FORTH IN SECTION 4.18), QUALITY OR STORAGE OR THE INJECTION OR WITHDRAWAL RATES OF HYDROCARBONS ASSOCIATED WITH THE BUSINESS OR THE FACILITY, (C) ANY ESTIMATES OF THE VALUE OF THE BUSINESS OR FUTURE REVENUES GENERATED BY THE BUSINESS, (D) THE STORAGE CAPACITY OF HYDROCARBONS ASSOCIATED WITH THE BUSINESS, (E) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE FACILITY OR ANY PIPELINES OR XXXXX ASSOCIATED THEREWITH, (F) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, (G) ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, MATERIALS OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO PURCHASER IN EXPECTATION OF, BUYER OR ITS AFFILIATES OR ITS OR THEIR RESPECTIVE REPRESENTATIVES IN CONNECTION WITH, WITH THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, AND FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, ASSETS AND PROPERTIES OF THE COMPANY OR THE CONVEYED LANDS, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT BUYER SHALL BE DEEMED TO BE OBTAINING THE COMPANY UNITS (AS WELL AS ANY ASSETS AND PROPERTIES OF THE COMPANY OWNED OR HELD BY THE COMPANY AND THE CONVEYED LANDS) IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS AND (H) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM COPYRIGHT, PATENT OR TRADEMARK INFRINGEMENT.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE FOR ANY REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES ARTICLE III AND IV AND VOR IN ANY CERTIFICATE DELIVERED HEREUNDER, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES PROJECT COMPANY ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO LIABILITIES, OPERATIONS OF THE FACILITY, TITLE, CONDITION, VALUE OR QUALITY OF THE ASSETS OF THE PROJECT COMPANY OR THE PROSPECTS (FINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF THE ASSETS OF THE PROJECT COMPANY, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE ACTUAL OR RATED GENERATING CAPABILITY OF THE PROJECT OR THE ABILITY OF THE PROJECT COMPANY TO SELL FROM THE PROJECT ELECTRIC ENERGY, CAPACITY OR OTHER PRODUCTS FROM TIME TO TIME, AND SELLER SPECIFICALLY DISCLAIMS ANY SUCH OTHER REPRESENTATIONS REPRESENTATION OR WARRANTIES ARE HEREBY WARRANTY OF MERCHANTABILITY, USAGE, OR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE ASSETS OF THE PROJECT COMPANY, OR ANY PART THEREOF, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, OR COMPLIANCE WITH ENVIRONMENTAL REQUIREMENTS, OR AS TO THE CONDITION OF THE ASSETS OF THE PROJECT COMPANY, OR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION, WHETHER THE PROJECT COMPANY POSSESSES SUFFICIENT REAL PROPERTY OR PERSONAL PROPERTY TO OPERATE THE PROJECT, IN EACH CASE EXCEPT AS SET FORTH HEREIN OR IN ANY CERTIFICATE DELIVERED HEREUNDER. EXCEPT AS OTHERWISE EXPRESSLY DISCLAIMEDPROVIDED HEREIN OR IN ANY CERTIFICATE DELIVERED HEREUNDER, SELLER FURTHER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE ABSENCE OF HAZARDOUS MATERIALS OR LIABILITY OR POTENTIAL LIABILITY ARISING UNDER ENVIRONMENTAL LAWS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN OR IN THIS AGREEMENTANY CERTIFICATE DELIVERED HEREUNDER, SELLER SHALL EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE CONDITION OF THE ASSETS OF THE PROJECT COMPANY OR THE SUITABILITY OF THE PROJECT FOR OPERATION AS A POWER PLANT OR AS SITES FOR THE DEVELOPMENT OF ADDITIONAL OR REPLACEMENT GENERATION CAPACITY AND NO MATERIAL OR INFORMATION PROVIDED BY OR COMMUNICATIONS MADE BY SELLER, OR BY ANY BROKER OR INVESTMENT BANKER, INCLUDING WITHOUT LIMITATION ANY INFORMATION OR MATERIAL CONTAINED IN THE DESCRIPTIVE MEMORANDUM RECEIVED BY BUYER OR ITS AFFILIATES (INCLUDING ANY SUPPLEMENTS), INFORMATION PROVIDED DURING DUE DILIGENCE, INCLUDING BUT NOT HAVE LIMITED TO INFORMATION IN THE DATA ROOM, AND ANY ORAL, WRITTEN OR BE SUBJECT ELECTRONIC RESPONSE TO ANY LIABILITY INFORMATION REQUEST PROVIDED TO PURCHASER BUYER, WILL CAUSE OR CREATE ANY OTHER PERSON RESULTING FROM WARRANTY, EXPRESS OR IMPLIED, AS TO THE DISTRIBUTION TO PURCHASERTITLE, CONDITION, VALUE OR PURCHASER’S USE QUALITY OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYPURCHASED ASSETS THAT IS NOT SET FORTH HEREIN.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH CONTAINED IN ARTICLES IV AND VTHIS AGREEMENT, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, PARTY HERETO THAT NONE OF NEITHER SELLER OR NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE SUBJECT COMPANY INTERESTS, THE COMPANY OR ANY OF THE PURCHASED ASSETS, OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDCONTAINED IN ARTICLES III AND IV. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S 'S INTERESTS IN THE COMPANIES COMPANY AND THE PURCHASED ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE SUBJECT COMPANY INTERESTS “"AS IS, WHERE IS, WITH ALL FAULTS,” " AND SELLER MAKES NO OTHER REPRESENTATION EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANY AND ANY SUCH ITS ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM INCIDENTS OF THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYCOMPANY AND ITS ASSETS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VHEREIN, IT IS THE EXPLICIT INTENT OF EACH PARTYPARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER THE PARTIES HERETO OR ANY OF ITS THEIR AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE ACQUIRED ASSETS, THE BUSINESS, OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, AND WITHOUT IN ANY OTHER REPRESENTATIONS WAY LIMITING THE FOREGOING, TELEDRIFT AND THE STOCKHOLDERS MAKE NO REPRESENTATION OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDWARRANTY TO PURCHASER WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE BUSINESS. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ASSETS ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION TELEDRIFT AND THE STOCKHOLDERS EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED AND ANY SUCH OTHER REPRESENTATIONS IMPLIED, AS TO THE CONDITION, VALUE OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM QUALITY OF THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYACQUIRED ASSETS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH CONTAINED IN ARTICLES ARTICLE III, ARTICLE IV AND VARTICLE V OF THIS AGREEMENT (AS MODIFIED BY THE DISCLOSURE SCHEDULE), IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES ACQUIRED COMPANY GROUP MEMBER NOR ANY OTHER PERSON MAKES, OR REPRESENTATIVES HAS MADE MADE, ANY OTHER EXPRESS OR IS MAKING ANY IMPLIED REPRESENTATION OR WARRANTY WHATSOEVERIN RESPECT OF THE ACQUIRED COMPANY GROUP, EXPRESS ITS BUSINESS OR IMPLIEDANY OF ITS ASSETS, AT COMMON LAWLIABILITIES OR OPERATIONS, STATUTORY INCLUDING WITH RESPECT TO MERCHANTABILITY OR OTHERWISEFITNESS FOR ANY PARTICULAR PURPOSE, WRITTEN OR ORALWITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE ACQUIRED COMPANY GROUP, AND ANY SUCH OTHER REPRESENTATIONS OR REPRESENTATION AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF EACH ACQUIRED COMPANY GROUP MEMBER AND, IN MAKING ITS DETERMINATION TO PROCEED WITH THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS BUYER HAS RELIED ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION. (c) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III, ARTICLE IV AND ARTICLE V OF THIS AGREEMENT (INCLUDING THE RELATED PORTIONS OF THE DISCLOSURE SCHEDULE), NONE OF SELLER, ANY ACQUIRED COMPANY GROUP MEMBER OR ANY OTHER PERSON HAS MADE OR MAKES ANY OTHER EXPRESS OR IMPLIED \\4141-5696-8778 v37 REPRESENTATION OR WARRANTY, EITHER WRITTEN OR ORAL, ON BEHALF OF SELLER OR THE ACQUIRED COMPANY GROUP REGARDING THE ACQUIRED COMPANY GROUP, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE ACQUIRED COMPANY GROUP FURNISHED OR MADE AVAILABLE TO BUYER AND ITS REPRESENTATIVES (INCLUDING THE CONFIDENTIAL INFORMATION MEMORANDUM AND ANY INFORMATION, DOCUMENTS, OR MATERIAL MADE AVAILABLE TO BUYER IN THE DATA ROOM, MANAGEMENT PRESENTATIONS, OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED HEREBY) OR AS TO THE FUTURE REVENUE, PROFITABILITY, OR SUCCESS OF THE ACQUIRED COMPANY GROUP OR ANY REPRESENTATION OR WARRANTY ARISING FROM STATUTE OR OTHERWISE IN LAW. (d) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES ACQUIRED COMPANY GROUP AND THE ITS ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE ACQUIRED COMPANY INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE ACQUIRED COMPANY GROUP AND ITS ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE ACQUIRED COMPANY GROUP AND ITS ASSETS. (e) SELLER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI OF THIS AGREEMENT (AS MODIFIED BY THE DISCLOSURE SCHEDULE), NONE OF BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, AND ANY SUCH OTHER REPRESENTATIONS OR REPRESENTATION AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBY.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY NEW MEMBER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT THOSE FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH CONTAINED IN ARTICLES ARTICLE III AND ARTICLE IV AND V(AS MODIFIED BY THE DISCLOSURE SCHEDULE), IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER THE EXISTING MEMBER OR THE COMPANY OR ANY AFFILIATE NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY IN RESPECT OF THE PIPELINE PROJECT, THE COMPANY OR OPCO, ITS BUSINESS OR ANY OF ITS AFFILIATES ASSETS, LIABILITIES OR REPRESENTATIVES HAS MADE OPERATIONS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR IS MAKING FITNESS FOR ANY REPRESENTATION PARTICULAR PURPOSE, OR WARRANTY WHATSOEVER, EXPRESS WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR IMPLIED, AT COMMON LAW, STATUTORY FORECASTS RELATING TO THE COMPANY OR OTHERWISE, WRITTEN OR ORALOPCO, AND ANY SUCH OTHER REPRESENTATIONS OR REPRESENTATION AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) THE NEW MEMBER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE PIPELINE PROJECT, THE COMPANY AND ITS AFFILIATES AND, IN MAKING ITS DETERMINATION TO PROCEED WITH THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS, THE NEW MEMBER HAS RELIED ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION. (c) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLERTHE EXISTING MEMBER’S INTERESTS IN THE COMPANIES COMPANY AND THE ITS ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE COMPANY INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION THE EXISTING MEMBER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANY AND ANY SUCH ITS ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM INCIDENTS OF THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYCOMPANY AND ITS ASSETS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ANY TRANSACTION DOCUMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR NO PARTY HERETO NOR ANY OF ITS THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PROJECTS, THE PROJECT COMPANIES, ANY OF THE ASSETS OF THE PROJECT COMPANIES, THE GSCAC PARTIES, THE TRANSACTIONS OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS AGREEMENT, THE TCW CONSENT, THE UNITHOLDER CONSENT OR IN ANY OTHER REPRESENTATIONS CERTIFICATE DELIVERED IN CONNECTION HEREWITH OR WARRANTIES ARE HEREBY THEREWITH. IN PARTICULAR, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, (I) NONE OF CEH NOR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES MAKES ANY REPRESENTATION OR WARRANTY REGARDING ANY ENVIRONMENTAL MATTERS EXCEPT AS EXPRESSLY DISCLAIMEDSET FORTH IN THIS AGREEMENT AND (II) NONE OF CEH NOR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES MAKES ANY REPRESENTATION OR WARRANTY TO ANY GSCAC PARTY WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE PROJECT COMPANIES OR THE PROJECT COMPANIES’ ASSETS. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREINSET FORTH IN THIS AGREEMENT, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED PROJECT COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION CEH AND ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE PROJECT COMPANIES AND ANY SUCH THEIR ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM INCIDENTS OF THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYPROJECT COMPANIES AND THEIR ASSETS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTYPARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER NO PARTY OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE COMPANY INTERESTS, THE COMPANIES OR ANY OF THE PURCHASED ASSETS, OR ANY PART THEREOF, EXCEPT THOSE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT. IN PARTICULAR, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, (I) SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY ENVIRONMENTAL MATTERS EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.12, (II) SELLER MAKES NO REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE COMPANIES OR THE PURCHASED ASSETS, AND (III) SELLER MAKES NO REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO INFORMATION PROVIDED TO BUYER IN RESPONSE TO QUESTIONS PRESENTED BY BUYER OR OTHER REPRESENTATIONS INFORMATION PROVIDED TO BUYER RELATING TO THE COMPANIES OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDTHE PURCHASED ASSETS; PROVIDED, THAT THIS SENTENCE SHALL NOT LIMIT THE EXPRESS REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS (INCLUDING INDEMNITIES) CONTAINED IN THIS AGREEMENT. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREINFOR THOSE EXPRESS REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS (INCLUDING INDEMNITIES) CONTAINED IN THIS AGREEMENT, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE COMPANY INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANIES AND ANY THE PURCHASED ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE COMPANIES AND THE PURCHASED ASSETS. (c) BUYER ACKNOWLEDGES THAT IT HAS INVESTIGATED TO ITS SATISFACTION, THE CONDITION AND SUITABILITY OF THE PURCHASED ASSETS AND ALL MATTERS AFFECTING THE VALUE OR DESIRABILITY OF THE PURCHASED ASSETS, INCLUDING, BUT NOT LIMITED TO, THE OPERATIONAL ASPECTS OF SUCH PURCHASED ASSETS, POTENTIAL ENVIRONMENTAL HAZARDS ARISING FROM THE PRESENCE ON OR ABOUT THE PROPERTY OF HAZARDOUS SUBSTANCES, INCLUDING ASBESTOS, FORMALDEHYDE, RADON GAS, LEAD-BASED PAINT, OTHER REPRESENTATIONS LEAD CONTAMINATION, FUEL OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDCHEMICAL STORAGE TANKS, CAVERNS, PIPELINES, ELECTROMAGNETIC FIELDS, PHOSPHO-GYPSUM OR POLYCHLORINATED BIPHENYLS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER SELLER, NOR ITS AFFILIATES MAKES OR HAS MADE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO THE PHYSICAL CONDITION OF THE PURCHASED ASSETS, THE USES OF THE PURCHASED ASSETS OR ANY LIMITATIONS THEREON, THE INCOME TO BE DERIVED THEREFROM, THE COSTS OF OPERATION, COMPLIANCE WITH LAW, AND/OR ANY REQUIREMENTS FOR IN THIS AGREEMENTALTERATIONS OR IMPROVEMENTS TO COMPLY WITH LAW, SELLER SHALL NOT HAVE INCLUDING ANY REPRESENTATIONS OR BE SUBJECT WARRANTIES PERTAINING TO ANY LIABILITY TO PURCHASER ZONING, ENVIRONMENTAL OR OTHER LAW; THE UTILITIES, PIPELINES OR OTHER PHYSICAL EQUIPMENT AND FIXTURES ON THE PROPERTY, OR ANY OTHER PERSON RESULTING FROM ASPECT OF THE DISTRIBUTION TO PURCHASERECONOMIC OPERATIONS ON THE PROPERTY; THE CONDITIONS OF THE SOILS, WATER OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION GROUNDWATER OF, OR IN CONNECTION WITHTHE VICINITY OF, THE TRANSACTIONS CONTEMPLATED HEREBYPROPERTY; THE PRESENCE OR ABSENCE OF ELECTROMAGNETIC FIELDS, TOXIC MATERIALS OR HAZARDOUS SUBSTANCES ON OR UNDER THE PROPERTY OR IN THE VICINITY OF SUCH PROPERTY; OR ANY OTHER MATTER BEARING ON THE USE, VALUE OR CONDITION OF THE PURCHASED ASSETS. NOTHING IN THIS SECTION 9.03(C) SHALL BE CONSTRUED TO LIMIT, EITHER DIRECTLY OR INDIRECTLY, ANY CLAIM BY A MEMBER OF THE BUYER INDEMNIFIED GROUP FOR BREACH OF, OR INDEMNIFICATION UNDER, THIS AGREEMENT.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PURCHASED INTERESTS, THE PROJECT COMPANIES OR ANY OF THE PURCHASED ASSETS, OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES III AND IV. SELLER MAKES NO REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO ANY OTHER REPRESENTATIONS FINANCIAL PROJECTIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDFORECASTS RELATING TO THE PROJECT COMPANIES OR THE PURCHASED ASSETS. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED PROJECT COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE PURCHASED INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE PROJECT COMPANIES AND ANY SUCH THEIR ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM INCIDENTS OF THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYPROJECT COMPANIES AND THEIR ASSETS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR NOR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE COMPANY INTERESTS, THE ASSETS OF THE COMPANIES, THE COMPANIES OR ANY OF THE ASSETS OF THE COMPANIES, OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDCONTAINED IN ARTICLE III. (b) EXCEPT AS OTHERWISE THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED HEREINCONTAINED IN ARTICLE III, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE COMPANY INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION AND ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANIES AND ANY SUCH THEIR ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM INCIDENTS OF THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYCOMPANIES AND THEIR ASSETS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR NEITHER SELLERS NOR ANY OF ITS THEIR AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE COMPANY INTERESTS, THE COMPANIES OR ANY OF THE PROPERTIES, OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLES III AND IV. IN PARTICULAR, AND WITHOUT IN ANY OTHER REPRESENTATIONS WAY LIMITING THE FOREGOING, (I) NEITHER SELLERS NOR ANY OF THEIR AFFILIATES OR WARRANTIES ARE HEREBY THEIR RESPECTIVE REPRESENTATIVES MAKES ANY REPRESENTATION OR WARRANTY REGARDING ANY ENVIRONMENTAL MATTERS EXCEPT AS EXPRESSLY DISCLAIMEDSET FORTH IN SECTION 4.13 AND (II) NEITHER SELLERS NOR ANY OF THEIR AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES MAKES ANY REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE COMPANIES OR THE PROPERTIES. (b) EXCEPT AS OTHERWISE THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED HEREINCONTAINED IN ARTICLES III AND IV, SELLER’S SELLERS’ INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE COMPANY INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO SELLERS AND THEIR AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM, AND BUYER AND ITS AFFILIATES AND ITS REPRESENTATIVES EXPRESSLY DISCLAIM RELIANCE UPON, ANY OTHER REPRESENTATION REPRESENTATIONS OR WARRANTY WARRANTIES, OF ANY KIND OR NATUREKIND, EXPRESS OR IMPLIED AND IMPLIED, INCLUDING ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENTTO THE CONDITION, SELLER SHALL NOT HAVE VALUE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER QUALITY OF THE COMPANIES AND THEIR ASSETS OR ANY THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER PERSON RESULTING FROM INCIDENTS OF THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, COMPANIES AND THE TRANSACTIONS CONTEMPLATED HEREBYPROPERTIES.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT FOR THOSE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III, THE INTERESTS ARE BEING TRANSFERRED “AS IS” AND “WHERE IS,” AND SELLER EXPRESSLY SET FORTH IN ARTICLES IV AND V, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AND DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANY AND ANY SUCH THE PLANT OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. INCIDENTS OF THE COMPANY AND THE PLANT. (b) EXCEPT AS EXPRESSLY PROVIDED FOR IN THE OBLIGATIONS OF SELLER UNDER THIS AGREEMENT, FOR AND IN CONSIDERATION OF THE TRANSFER OF THE INTERESTS, EFFECTIVE AS OF THE CLOSING DATE, PURCHASER AND ITS AFFILIATES HEREBY RELEASE, ACQUIT AND FOREVER DISCHARGE SELLER SHALL NOT AND ITS AFFILIATES, EACH OF THEIR PRESENT AND FORMER REPRESENTATIVES AND EACH OF THEIR RESPECTIVE HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS, FROM ANY AND ALL MANNER OF CAUSE OR CAUSES OF ACTION, DEMANDS, RIGHTS, DAMAGES, DEBTS, DUES, SUMS OF MONEY, ACCOUNTS, RECKONINGS, COSTS, EXPENSES, RESPONSIBILITIES, COVENANTS, CONTRACTS, CONTROVERSIES, AGREEMENTS AND CLAIMS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, OF EVERY NAME AND NATURE, BOTH IN LAW AND IN EQUITY, WHICH PURCHASER OR ITS AFFILIATES OR THEIR SUCCESSORS AND ASSIGNS EVER HAD, NOW HAVE, OR WHICH THEY OR THEIR SUCCESSORS OR ASSIGNS HEREAFTER MAY HAVE OR BE SUBJECT SHALL HAVE AGAINST SELLER AND ITS AFFILIATES, EACH OF THEIR PRESENT AND FORMER REPRESENTATIVES AND EACH OF THEIR RESPECTIVE HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS, ARISING OUT OF OR WITH RESPECT TO ANY LIABILITY MATTERS, CAUSES, ACTS, CONDUCT, CLAIMS, CIRCUMSTANCES OR EVENTS EXISTING, OCCURRING OR FAILING TO PURCHASER OCCUR, WHETHER PRIOR TO, ON OR ANY OTHER PERSON RESULTING FROM AFTER THE DISTRIBUTION CLOSING DATE, INCLUDING WITH RESPECT TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTYPARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE COMPANY INTERESTS, THE COMPANIES OR ANY OF THE PURCHASED ASSETS, OR ANY PART THEREOF, EXCEPT THOSE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III AND ARTICLE IV AND THE LAST SENTENCE OF SECTION 6.13(g). IN PARTICULAR, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, (I) SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY ENVIRONMENTAL MATTERS EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.12, (II) SELLER MAKES NO REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE COMPANIES OR THE PURCHASED ASSETS, AND (III) SELLER MAKES NO REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO INFORMATION PROVIDED TO BUYER IN RESPONSE TO QUESTIONS PRESENTED BY BUYER OR OTHER INFORMATION PROVIDED TO BUYER RELATING TO THE COMPANIES OR THE PURCHASED ASSETS; PROVIDED, THAT THIS SENTENCE SHALL NOT LIMIT THE EXPRESS REPRESENTATIONS OR AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDCONTAINED IN ARTICLE III AND ARTICLE IV AND THE LAST SENTENCE OF SECTION 6.13(g). (b) EXCEPT FOR THOSE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III, ARTICLE IV OR THE LAST SENTENCE OF SECTION 6.13 (g). AS OTHERWISE EXPRESSLY PROVIDED HEREIN, (A) SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE COMPANY INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND (B) SELLER MAKES NO OTHER REPRESENTATION EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANIES AND ANY SUCH THE PURCHASED ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE) , RISKS AND OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM INCIDENTS OF THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, COMPANIES AND THE TRANSACTIONS CONTEMPLATED HEREBYPURCHASED ASSETS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VHEREIN, IT IS THE EXPLICIT INTENT OF EACH PARTYPARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER THE SELLERS OR ANY OF ITS THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PURCHASED INTERESTS, THE PARTNERSHIP COMPANIES, THEIR ASSETS, OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, AND WITHOUT IN ANY OTHER REPRESENTATIONS WAY LIMITING THE FOREGOING, SELLERS MAKE NO REPRESENTATION OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDWARRANTY TO BUYERS WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE PARTNERSHIP COMPANIES. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S SELLERS’ INTERESTS IN THE PARTNERSHIP COMPANIES AND THE THEIR ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE PURCHASED INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLERS EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE PARTNERSHIP COMPANIES AND ANY SUCH THEIR ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENTINCIDENTS OF THE PARTNERSHIP COMPANIES AND THEIR ASSETS. (c) Buyers acknowledge and agree that none of Sellers, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASERtheir Affiliates, OR PURCHASER’S USE OF OR RELIANCE ONany of their Representatives and any other Person has made any representation or warranty, ANY INFORMATIONexpress or implied, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OFas to the accuracy or completeness of any memoranda, OR IN CONNECTION WITHcharts, THE TRANSACTIONS CONTEMPLATED HEREBYsummaries or schedules heretofore made available by Sellers, their Affiliates or their Representatives to Buyers, any of their Affiliates or their Representatives (including, without limitation, the Executive Summary dated May 2005 prepared by Lxxxxx Brothers, Inc.) or any information that is not included in this Agreement or the Disclosure Schedule, and none of Sellers, their Affiliates, any of their Representatives nor any other Person will have or be subject to any liability to Buyers, any of their Affiliates or their Representatives resulting from the distribution of any such information to, or the use of any such information by, Buyers, any of their Affiliates or any of their agents, consultants, accountants, counsel or other Representatives. (d) The representations and warranties contained in Section 4.11 shall be the exclusive representations and warranties with regard to Environmental Laws and related matters.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH CONTAINED IN ARTICLES IV AND VTHIS AGREEMENT, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, PARTY HERETO THAT NONE OF SELLER OR SELLERS, BUYER NOR ANY OF ITS THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE SUBJECT COMPANY INTERESTS, THE COMPANY OR ANY OF THE COMPANY ASSETS, OR ANY PART THEREOF, EXCEPT THOSE SPECIFIC REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLES III AND IV. IN PARTICULAR, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, NO PARTY MAKES ANY REPRESENTATION OR WARRANTY TO ANY OTHER REPRESENTATIONS PARTY WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDFORECASTS RELATING TO THE COMPANY. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S SELLERS' INTERESTS IN THE COMPANIES AND THE COMPANY ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE SUBJECT COMPANY INTERESTS “"AS IS, WHERE IS, WITH ALL FAULTS,” " AND SELLER MAKES NO OTHER REPRESENTATION SELLERS EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANY AND ANY SUCH ITS ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM INCIDENTS OF THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYCOMPANY AND ITS ASSETS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH CONTAINED IN ARTICLES IV AND VTHIS AGREEMENT, IT IS THE EXPLICIT INTENT OF EACH PARTYITS EXHIBITS, AND THE PARTIES HEREBY AGREEITS DISCLOSURE SCHEDULES OR OTHER TRANSACTION DOCUMENTS, THAT NONE OF NEITHER SELLER OR NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAWLAW OR IN EQUITY, STATUTORY IN RESPECT OF THE INTERESTS, THE SUBSIDIARY INTERESTS, THEIR RESPECTIVE BUSINESSES OR OTHERWISEANY OF THE ASSETS, WRITTEN LIABILITIES OR ORALOPERATIONS OF THE ACQUIRED COMPANIES, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE ACQUIRED COMPANIES, AND ANY SUCH OTHER REPRESENTATIONS OR REPRESENTATION AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES COMPANIES’ ASSETS ARE BEING INDIRECTLY TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED AND ANY SUCH OTHER REPRESENTATIONS IMPLIED, AS TO THE VALUE OF THE SHARES OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENTTHE CONDITION, SELLER SHALL NOT HAVE VALUE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER QUALITY OF THE ACQUIRED COMPANIES OR ANY OTHER PERSON RESULTING FROM THEIR ASSETS OR THE DISTRIBUTION TO PURCHASER, PROSPECTS (FINANCIAL OR PURCHASER’S USE OTHERWISE) OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS RISKS ATTENDANT TO THE ACQUIRED COMPANIES OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYBUSINESS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR NOR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAWEXPRESS, STATUTORY OR OTHERWISEIMPLIED, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FREEDOM FROM REDHIBITORY VICES OR DEFECTS, THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY, IN EACH CASE, WITH RESPECT TO ANY PURCHASED ASSETS, THE BUSINESS, OR ANY PART THEREOF, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING SELLER, ITS AFFILIATES OR THE BUSINESS AND THE PURCHASED ASSETS FURNISHED OR MADE AVAILABLE TO BUYER, OR ANY OF ITS REPRESENTATIVES, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER IN ARTICLE III BUYER EXPRESSLY DISCLAIMS RELIANCE UPON ANY SUCH OTHER REPRESENTATION OR WARRANTY NOT SET FORTH IN ARTICLE III OR ANY LIABILITY OR RESPONSIBILITY THEREFOR. BUYER EXPRESSLY DISCLAIMS ANY OBLIGATION OR DUTY BY SELLER OR ANY OTHER PERSON, INCLUDING ANY AFFILIATES OF SELLER, TO MAKE ANY DISCLOSURES OF FACT NOT REQUIRED TO BE DISCLOSED PURSUANT TO THE SPECIFIC REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE III. IN PARTICULAR, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY FOUND IN THIS AGREEMENT (I) OF SELLER NOR ANY OF ITS AFFILIATES OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDTHEIR RESPECTIVE REPRESENTATIVES MAKES ANY REPRESENTATION OR WARRANTY REGARDING ANY ENVIRONMENTAL MATTERS AND (II) NONE OF SELLER NOR ANY OF ITS AFFILIATES OR ITS OR THEIR RESPECTIVE REPRESENTATIVES MAKES ANY REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO (A) ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO ANY PURCHASED ASSET OR THE BUSINESS OR (B) ANY ORAL OR WRITTEN INFORMATION PRESENTED TO BUYER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES IN THE COURSE OF THEIR DUE DILIGENCE INVESTIGATION OF SELLER OR ANY OF ITS SUBSIDIARIES OR THE BUSINESS (INCLUDING THE BUSINESS OR THE PURCHASED ASSETS), THE NEGOTIATION OF THIS AGREEMENT OR IN THE COURSE OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE TRANSACTION DOCUMENTS. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE PURCHASED ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS SOLD, TRANSFERRED, CONVEYED AND ASSIGNED TO BUYER “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION AND ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM, AND BUYER, ON BEHALF OF ITSELF AND ITS AFFILIATES AND ITS AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIMS RELIANCE UPON ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED OTHER THAN THOSE SET FORTH IN ARTICLE III OF THIS AGREEMENT, AS TO THE CONDITION, VALUE OR QUALITY OF ANY OF THE PURCHASED ASSETS, THE BUSINESS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF ANY SUCH OF THE PURCHASED ASSETS OR THE BUSINESS. (c) BUYER ACKNOWLEDGES THAT THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE III ARE THOSE ONLY OF SELLER AND NOT OF ANY OTHER REPRESENTATIONS PERSON INCLUDING ANY AFFILIATE OR WARRANTIES ARE HEREBY REPRESENTATIVE OF SELLER OR ANY OF ITS AFFILIATES. BUYER FURTHER ACKNOWLEDGES, ON BEHALF OF ITSELF AND ITS AFFILIATES, THAT IT HAS NOT RELIED ON ANY REPRESENTATION NOT EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR SET FORTH IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBY.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND V, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PURCHASED INTERESTS, THE COMPANIES OR ANY OF THE PURCHASED ASSETS, OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. SELLER MAKES NO REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO ANY OTHER REPRESENTATIONS FINANCIAL PROJECTIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDFORECASTS RELATING TO THE COMPANIES OR THE PURCHASED ASSETS. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, (i) SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE PURCHASED INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND (ii) SELLER MAKES NO OTHER REPRESENTATION OR WARRANTY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED AND ANY SUCH OTHER REPRESENTATIONS IMPLIED, AS TO THE CONDITION, VALUE OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM QUALITY OF THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITHCOMPANIES, THE TRANSACTIONS CONTEMPLATED HEREBYCONDITION, VALUE, QUALITY, STATE OR REPAIR, DESIGN, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PURCHASED ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE COMPANIES, THE PURCHASED INTERESTS AND THE PURCHASED ASSETS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE FOR ANY REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV III AND VIV, IT THE COMPANY IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS SOLD “AS IS, WHERE IS, WITH ALL FAULTS,” AND THE COMPANY, SELLER MAKES NO OTHER REPRESENTATION PARENT AND SELLER EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE LIABILITIES, OPERATIONS, TITLE, CONDITION, VALUE OR QUALITY OF THE PROPERTIES OF THE COMPANY OR ANY COMPANY SUBSIDIARY OR THE PROSPECTS (FINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF OWNERSHIP OF THE COMPANY, THE COMPANY SUBSIDIARIES, THE PROJECTS, THE PROPERTIES OF THE COMPANY OR ANY SUCH COMPANY SUBSIDIARY AND THE BUSINESS OF THE COMPANY OR ANY COMPANY SUBSIDIARY, INCLUDING, WITH RESPECT TO THE ACTUAL OR RATED GENERATING CAPABILITY OF THE PROJECTS OR THE ABILITY OF SELLER PARENT OR SELLER TO SELL FROM THE PROJECTS ELECTRIC ENERGY, CAPACITY, RENEWABLE ATTRIBUTES OR OTHER PRODUCTS RECOGNIZED BY ANY INDEPENDENT MARKET ADMINISTRATOR FROM TIME TO TIME, AND THE COMPANY AND SELLER SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDOF MERCHANTABILITY, USAGE, OR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PROJECTS AND THE PROPERTIES OF THE COMPANY OR ANY COMPANY SUBSIDIARY, OR ANY PART THEREOF, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, OR COMPLIANCE WITH ENVIRONMENTAL REQUIREMENTS, OR AS TO THE CONDITION OF THE PROJECTS AND THE PROPERTIES OF THE COMPANY OR ANY COMPANY SUBSIDIARY, OR ANY PART THEREOF, IN EACH CASE EXCEPT AS SET FORTH IN THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, THE COMPANY, SELLER SHALL NOT HAVE PARENT AND SELLER EXPRESSLY DISCLAIM ANY REPRESENTATION OR BE SUBJECT TO WARRANTIES OF ANY LIABILITY TO PURCHASER KIND REGARDING THE SUITABILITY OF THE PROJECTS FOR OPERATION AS POWER PLANTS OR ANY OTHER PERSON RESULTING FROM AS SITES FOR THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE DEVELOPMENT OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER GENERATION CAPACITY. THE REPRESENTATIONS AND WARRANTIES SET FORTH IN EXPECTATION OF, OR ARTICLES III AND IV CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF SELLER PARENT IN CONNECTION WITH, WITH THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY AND NO MATERIAL OR INFORMATION PROVIDED BY OR COMMUNICATIONS MADE BY THE COMPANY, SELLER PARENT, SELLER, ANY COMPANY SUBSIDIARY OR ANY BROKER OR INVESTMENT BANKER, INCLUDING INFORMATION IN THE DATA ROOM, AND ANY ORAL, WRITTEN OR ELECTRONIC RESPONSE TO ANY INFORMATION REQUEST PROVIDED TO SELLER PARENT OR SELLER WILL CAUSE OR CREATE ANY WARRANTY, EXPRESS OR IMPLIED. BUYER HAS CONDUCTED ITS OWN INDEPENDENT REVIEW AND ANALYSIS OF THE BUSINESS, OPERATIONS, ASSETS, LIABILITIES, RESULTS OF OPERATIONS, FINANCIAL CONDITION, TECHNOLOGY AND PROSPECTS OF THE COMPANY AND THE COMPANY SUBSIDIARIES AND ACKNOWLEDGES THAT BUYER HAS BEEN PROVIDED ACCESS TO PERSONNEL, PROPERTIES, PREMISES AND RECORDS OF THE COMPANY AND THE COMPANY SUBSIDIARIES FOR SUCH PURPOSE. IN ENTERING INTO THIS AGREEMENT, BUYER HAS RELIED UPON, AMONG OTHER THINGS, ITS DUE DILIGENCE INVESTIGATION AND ANALYSIS OF THE COMPANY, THE COMPANY SUBSIDIARIES AND EACH OF THEIR RESPECTIVE BUSINESSES.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE FOR ANY REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV ARTICLE 4 AND VARTICLE 5 OR IN ANY TRANSACTION DOCUMENT, IT IS THE EXPLICIT INTENT OF EACH PARTYINTERESTS, THE PROJECT COMPANY, AND THE PARTIES HEREBY AGREEASSETS, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVERPROPERTIES, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, OPERATIONS AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS BUSINESS OF THE ACQUIRED COMPANIES PROJECT COMPANY ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS SOLD “AS IS, WHERE IS”. EXCEPT FOR ANY REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 4 AND ARTICLE 5 OR IN ANY TRANSACTION DOCUMENT, WITH ALL FAULTS,” AND (A) SELLER MAKES NO EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATION REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED; (B) BUYER EXPRESSLY DISCLAIMS ANY RELIANCE BY IT ON ANY STATEMENT, OPINION, OR INFORMATION MADE, GIVEN OR PROVIDED BY ANY REPRESENTATIVE OF SELLER, THE PROJECT COMPANY, OR ANY BROKER OR INVESTMENT BANKER ENGAGED BY SELLER OR THE PROJECT COMPANY WITH RESPECT TO ANY MATTER IN CONNECTION WITH BUYER’S EVALUATION OF THE INTERESTS, THE PROJECT COMPANY, AND THE ASSETS, PROPERTIES, OPERATIONS, BUSINESSES AND CONDITION (FINANCIAL OR OTHERWISE) OF THE PROJECT COMPANY; AND (C) BUYER ACKNOWLEDGES THAT SELLER IS NOT MAKING ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENTWARRANTIES, SELLER SHALL NOT HAVE EXPRESS OR BE SUBJECT TO IMPLIED, OF ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYNATURE WHATSOEVER.

Waiver of Other Representations. (ai) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV SECTIONS 2 AND V3, 873217.09-WILSR01A - MSW IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER ASSIGNOR OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (bii) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLERASSIGNOR’S INTERESTS IN THE CONTRIBUTED COMPANIES AND THE ASSETS OF THE ACQUIRED CONTRIBUTED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE CONTRIBUTION OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER ASSIGNOR MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, EXPRESS OR IMPLIED AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER ASSIGNOR SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER ASSIGNEE OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASERASSIGNEE, OR PURCHASERASSIGNEE’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER ASSIGNEE IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBY.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, ABSENT ACTUAL (BUT NOT CONSTRUCTIVE) FRAUD, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR NEITHER SELLER, TIOGA NOR ANY OF ITS THEIR AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE TIOGA COMPANY INTERESTS, THE WATER COMPANY INTERESTS, THE WATER GATHERING ASSETS, TIOGA OR THE WATER GATHERING COMPANY, OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDCONTAINED IN ARTICLE III AND ARTICLE IV. (b) EXCEPT AS OTHERWISE THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED HEREINCONTAINED IN ARTICLE III AND ARTICLE IV, ABSENT ACTUAL (BUT NOT CONSTRUCTIVE) FRAUD, SELLER’S TIOGA COMPANY INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES WATER COMPANY INTERESTS ARE BEING TRANSFERRED THROUGH THE SALE OF THE TIOGA COMPANY INTERESTS AND THE WATER COMPANY INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION SELLER, TIOGA AND THEIR AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED AND ANY SUCH OTHER REPRESENTATIONS IMPLIED, AS TO THE CONDITION, VALUE OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE QUALITY OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITHTIOGA, THE TRANSACTIONS CONTEMPLATED HEREBYWATER GATHERING COMPANY AND THE WATER GATHERING ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF TIOGA, THE WATER GATHERING COMPANY AND THE WATER GATHERING ASSETS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY EXCEPT FOR AND EXCEPT WITHOUT ANY LIMITATION WHATSOEVER ON THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH CONTAINED IN ARTICLES IV AND VTHIS AGREEMENT OR IN ANY CERTIFICATE OR WRITTEN STATEMENT FURNISHED, IT IS OR TO BE FURNISHED TO CONTRIBUTEE PURSUANT TO THIS AGREEMENT OR IN CONNECTION WITH THE EXPLICIT INTENT OF EACH PARTYTRANSACTIONS CONTEMPLATED HEREBY: (A) CONTRIBUTOR, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES REPRESENTATIVES, HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAWLAW OR IN EQUITY, IN RESPECT OF EACH COMPANY, ITS BUSINESS OR ANY OF ITS ASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO EACH COMPANY, AND ANY SUCH OTHER REPRESENTATION AND WARRANTIES ARE HEREBY DISCLAIMED AND (B) CONTRIBUTOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF ANY DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION OR MATERIALS NOW, HERETOFORE OR HEREAFTER FURNISHED OR MADE AVAILABLE TO CONTRIBUTEE IN CONNECTION WITH THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, RELATIVE TO PRICING ASSUMPTIONS, OR QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE PROPERTIES OR THE ABILITY OR POTENTIAL OF THE PROPERTIES TO PRODUCE HYDROCARBONS OR THE ENVIRONMENTAL CONDITION OF THE PROPERTIES OR ANY OTHER MATTERS CONTAINED IN ANY MATERIALS FURNISHED OR MADE AVAILABLE TO CONTRIBUTEE BY CONTRIBUTOR OR BY CONTRIBUTOR’S AGENTS OR REPRESENTATIVES (ANY AND ALL SUCH DATA, RECORDS, REPORTS, PROJECTIONS, INFORMATION AND OTHER MATERIALS (WRITTEN OR ORAL, ) FURNISHED BY CONTRIBUTOR OR OTHERWISE MADE AVAILABLE OR DISCLOSED TO CONTRIBUTEE ARE PROVIDED TO CONTRIBUTEE AS A CONVENIENCE AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, EXPRESS OR IMPLIED AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE CREATE OR BE SUBJECT GIVE RISE TO ANY LIABILITY TO PURCHASER OF OR AGAINST CONTRIBUTOR AND ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, RELIANCE ON OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE THE SAME SHALL BE AT CONTRIBUTEE’S SOLE RISK TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYMAXIMUM EXTENT PERMITTED BY LAW).

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE COMPANIES, THE PURCHASED INTERESTS OR ANY OF THE COMPANIES’ ASSETS, OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLES III AND IV. IN PARTICULAR, AND WITHOUT IN ANY OTHER REPRESENTATIONS WAY LIMITING THE FOREGOING, SELLER AND ITS AFFILIATES MAKES NO REPRESENTATION OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDWARRANTY TO BUYER WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE COMPANIES, THE PURCHASED INTERESTS OR ANY OF THE COMPANIES’ ASSETS, OR ANY PART THEREOF. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREININ THE REPRESENTATIONS AND WARRANTIES IN ARTICLES III AND IV, SELLER’S AND THE PARENT COMPANIES’ INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION EXPRESSLY DISCLAIMS ON BEHALF OF ITSELF AND ITS AFFILIATES ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED AND ANY SUCH OTHER REPRESENTATIONS IMPLIED, AS TO THE CONDITION, VALUE OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENTQUALITY OF THE COMPANIES, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER THE PURCHASED INTERESTS OR ANY OTHER PERSON RESULTING FROM OF THE DISTRIBUTION TO PURCHASERCOMPANIES’ ASSETS, OR PURCHASER’S USE ANY PART THEREOF OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE COMPANIES, THE PURCHASED INTERESTS OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OFOF THE COMPANIES’ ASSETS, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYANY PART THEREOF.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR NEITHER SMP HOLDINGS NOR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE MEMBERSHIP INTERESTS, THE ASSETS OF THE ACQUIRED COMPANIES OR THE ACQUIRED COMPANIES, OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDCONTAINED IN ARTICLE III AND ARTICLE IV. (b) EXCEPT AS OTHERWISE THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED HEREINCONTAINED IN ARTICLE III AND ARTICLE IV, SELLER’S SMP HOLDINGS’ INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE MEMBERSHIP INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION SMP HOLDINGS AND ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE ACQUIRED COMPANIES AND ANY SUCH THEIR ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM INCIDENTS OF THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYACQUIRED COMPANIES AND THEIR ASSETS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES III AND IV (AND VSUBJECT TO ALL QUALIFICATIONS THEREIN) ARE THE ONLY REPRESENTATIONS AND WARRANTIES BEING MADE BY SELLER WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY. EXCEPT FOR ANY REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III AND ARTICLE IV, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES AND THE ACQUIRED INTERESTS ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS SOLD “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION EXPRESSLY DISCLAIMS (AND NONE OF SELLER, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR WARRANTY OF ANY KIND OR NATURE, EXPRESS OR IMPLIED AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO PURCHASER BUYER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASERTHE BUYER, ITS AFFILIATES OR REPRESENTATIVES OF, OR PURCHASERTHE BUYER’S USE OF OR RELIANCE ON, ANY INFORMATIONINFORMATION RELATING TO) ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, DOCUMENTS EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING AS TO LIABILITIES, OPERATIONS OF THE ASSETS OWNED BY AN ACQUIRED COMPANY, TITLE, CONDITION, VALUE OR QUALITY OF THE ASSETS OF THE ACQUIRED COMPANIES OR THE PROSPECTS (FINANCIAL, REGULATORY AND OTHERWISE), RISKS AND OTHER INCIDENTS OF THE BUSINESS AND THE ASSETS OF THE ACQUIRED COMPANIES, AND SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, OR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE ASSETS, CONTRACTS AND PERMITS OF THE ACQUIRED COMPANIES, OR ANY PART THEREOF, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, OR COMPLIANCE WITH ENVIRONMENTAL REQUIREMENTS, OR AS TO THE CONDITION OF THE ASSETS OF THE ACQUIRED COMPANIES, OR ANY PART THEREOF, INCLUDING WHETHER THE ACQUIRED COMPANIES POSSESS OR HAVE THE RIGHT TO POSSESS SUFFICIENT REAL PROPERTY, PERSONAL PROPERTY OR OTHER RIGHTS TO OPERATE THE BUSINESS OF THE ACQUIRED COMPANIES, IN EACH CASE EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE III AND ARTICLE IV. EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE III AND ARTICLE IV, SELLER FURTHER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE ABSENCE OF HAZARDOUS MATERIALS OR LIABILITY OR POTENTIAL LIABILITY ARISING UNDER ENVIRONMENTAL LAWS. NO MATERIAL OR INFORMATION PROVIDED BY OR‌ ACCEPTED FOR PROCESSING - 2023 June 9 12:24 PM - SCPSC - 2023-189-E - Page 37 of 45 COMMUNICATIONS MADE BY OR ON BEHALF OF SELLER OR BY ANY REPRESENTATIVE, BROKER OR INVESTMENT BANKER, INCLUDING ANY INFORMATION OR MATERIAL MADE AVAILABLE CONTAINED IN ANY EVALUATION MATERIAL RECEIVED BY BUYER, ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES (INCLUDING ANY SUPPLEMENTS), INFORMATION PROVIDED DURING DUE DILIGENCE, INCLUDING BUT NOT LIMITED TO PURCHASER INFORMATION IN EXPECTATION OFTHE DATA ROOM, AND ANY ORAL, WRITTEN OR IN CONNECTION WITHELECTRONIC RESPONSE TO ANY INFORMATION REQUEST PROVIDED TO BUYER, WILL CAUSE OR CREATE ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE TRANSACTIONS CONTEMPLATED HEREBYTITLE, CONDITION, VALUE OR QUALITY OF THE ACQUIRED INTERESTS OR THE ASSETS OF THE ACQUIRED COMPANIES.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, ABSENT ACTUAL (BUT NOT CONSTRUCTIVE) FRAUD, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR NEITHER SELLER, TIOGA NOR ANY OF ITS THEIR AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE HYDROCARBON COMPANY INTERESTS, THE HYDROCARBON GATHERING ASSETS, TIOGA OR THE HYDROCARBON GATHERING COMPANY, OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDCONTAINED IN ARTICLE III AND ARTICLE IV. (b) EXCEPT AS OTHERWISE THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED HEREINCONTAINED IN ARTICLE III AND ARTICLE IV, ABSENT ACTUAL (BUT NOT CONSTRUCTIVE) FRAUD, SELLER’S HYDROCARBON COMPANY INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE HYDROCARBON COMPANY INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION SELLER, TIOGA AND THEIR AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED AND ANY SUCH OTHER REPRESENTATIONS IMPLIED, AS TO THE CONDITION, VALUE OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE QUALITY OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITHTIOGA, THE TRANSACTIONS CONTEMPLATED HEREBYHYDROCARBON GATHERING COMPANY AND THE HYDROCARBON GATHERING ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF TIOGA, THE HYDROCARBON GATHERING COMPANY AND THE HYDROCARBON GATHERING ASSETS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY BUYER ACKNOWLEDGES AND AGREES THAT: (i) EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH CONTAINED IN ARTICLES IV AND VTHIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF NEITHER SELLER OR NOR ANY OF ITS AFFILIATES (INCLUDING THE COMPANY) OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAWLAW OR IN EQUITY, STATUTORY IN RESPECT OF SELLER (OR OTHERWISETHE COMPANY), WRITTEN ITS BUSINESS, OR ORALANY OF ITS ASSETS, THE MEMBERSHIP INTERESTS, LIABILITIES OR OPERATIONS, INCLUDING WITH RESPECT TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO SELLER, ITS AFFILIATES (INCLUDING THE COMPANY), AND ANY SUCH OTHER REPRESENTATIONS OR AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.; AND (bii) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREINHEREIN OR IN THE OTHER TRANSACTION DOCUMENTS, SELLER’S (AND, IF APPLICABLE, ITS AFFILIATES’) INTERESTS IN THE COMPANIES MEMBERSHIP INTERESTS AND ITS INDIRECT INTEREST IN THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, ,” “WHERE IS, ,” AND “WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANY, THE ASSETS, THE MEMBERSHIP INTERESTS, OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE MEMBERSHIP INTERESTS, THE COMPANY AND THE ASSETS. (b) BUYER HAS NOT RELIED ON ANY SUCH OTHER REPRESENTATIONS REPRESENTATION OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. WARRANTY FROM SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES EXCEPT AS EXPRESSLY PROVIDED FOR SET FORTH IN THIS AGREEMENTAGREEMENT OR THE OTHER TRANSACTION DOCUMENTS. (c) SELLER AND BUYER AGREE THAT THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS SECTION 5.11 ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, SELLER SHALL NOT HAVE RULE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYORDER.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE FOR ANY REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV ARTICLE III AND VARTICLE IV, IT IS THE EXPLICIT INTENT OF EACH PARTY, COMPANIES MEMBERSHIP INTERESTS AND THE PARTIES HEREBY AGREECOMPANIES ARE BEING SOLD “AS IS, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDWHERE IS”. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS FOR THE SPECIFIC REPRESENTATIONS AND WARRANTIES MADE BY SELLERS IN THE COMPANIES ARTICLE III AND THE ASSETS ARTICLE IV OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, EXPRESS OR IMPLIED AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE NEITHER SELLERS NOR THEIR REPRESENTATIVES IS MAKING ANY PROMISE, REPRESENTATION OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASERWARRANTY, EXPRESS, STATUTORY, OR PURCHASER’S USE IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF (I) A COMPANY, (II) THE COMPANIES MEMBERSHIP INTERESTS, (III) TITLE OF A COMPANY IN AND TO ITS ASSETS AND PROPERTIES, (IV) THE CONDITION OF SUCH ASSETS AND PROPERTIES, (V) ANY IMPLIED OR RELIANCE ONEXPRESS WARRANTY OF MERCHANTABILITY OF SUCH ASSETS AND PROPERTIES, ANY INFORMATIONIMPLIED OR EXPRESS WARRANTY OF THE FITNESS OF SUCH ASSETS AND PROPERTIES FOR A PARTICULAR PURPOSE, DOCUMENTS (VI) ANY IMPLIED OR MATERIAL MADE AVAILABLE EXPRESS WARRANTY OF CONFORMITY TO PURCHASER MODELS OR SAMPLES OF MATERIALS, (VII) ANY AND ALL OTHER IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW NOW OR HEREAFTER IN EXPECTATION OFEFFECT, OR IN CONNECTION WITH(VIII) ANY IMPLIED OR EXPRESS WARRANTY REGARDING COMPLIANCE WITH ANY APPLICABLE ENVIRONMENTAL LAWS, THE TRANSACTIONS CONTEMPLATED HEREBYRELEASE OF MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH CONTAINED IN ARTICLES IV AND VTHIS AGREEMENT OR IN ANY CERTIFICATE OR WRITTEN STATEMENT FURNISHED, IT IS OR TO BE FURNISHED TO BUYER PURSUANT TO THIS AGREEMENT OR IN CONNECTION WITH THE EXPLICIT INTENT OF EACH PARTYTRANSACTIONS CONTEMPLATED HEREBY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR THE SELLERS NOR ANY OF ITS THEIR AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAWLAW OR IN EQUITY, STATUTORY IN RESPECT OF EACH COMPANY ITS BUSINESS OR OTHERWISEANY OF ITS ASSETS, WRITTEN LIABILITIES OR ORALOPERATIONS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO EACH COMPANY, AND ANY SUCH OTHER REPRESENTATIONS OR REPRESENTATION AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES EACH COMPANY ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION THE SELLERS EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF EACH COMPANY AND ANY SUCH ITS ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE INCIDENTS OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYEACH COMPANY AND ITS ASSETS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH CONTAINED IN ARTICLES IV AND VTHIS AGREEMENT OR IN ANY CERTIFICATE OR WRITTEN STATEMENT FURNISHED, IT IS OR TO BE FURNISHED TO BUYER PURSUANT TO THIS AGREEMENT OR IN CONNECTION WITH THE EXPLICIT INTENT OF EACH PARTYTRANSACTIONS CONTEMPLATED HEREBY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR NEITHER SELLERS NOR ANY OF ITS THEIR AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAWLAW OR IN EQUITY, STATUTORY IN RESPECT OF THE COMPANY ITS BUSINESS OR OTHERWISEANY OF ITS ASSETS, WRITTEN LIABILITIES OR ORALOPERATIONS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE COMPANY, AND ANY SUCH OTHER REPRESENTATIONS OR REPRESENTATION AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S THE SELLERS’ INTERESTS IN THE COMPANIES COMPANY AND THE ITS ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION SELLERS EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANY AND ANY SUCH ITS ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM INCIDENTS OF THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYCOMPANY AND ITS ASSETS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR NEITHER SMP HOLDINGS NOR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE COMPANY INTERESTS, THE ASSETS OF THE COMPANY OR THE COMPANY, OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDCONTAINED IN ARTICLE III AND ARTICLE IV. (b) EXCEPT AS OTHERWISE THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED HEREINCONTAINED IN ARTICLE III AND ARTICLE IV, SELLERSMP HOLDINGS’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES COMPANY ARE BEING TRANSFERRED THROUGH THE SALE OF THE COMPANY INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION SMP HOLDINGS AND ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANY AND ANY SUCH ITS ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM INCIDENTS OF THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYCOMPANY AND ITS ASSETS.

Waiver of Other Representations. No Reliance; “As Is” Sale. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VARTICLE III, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF SELLER, ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AND WITH RESPECT TO, (I) THE ACQUIRED ASSETS, THE ASSUMED LIABILITIES, OR ANY OTHER REPRESENTATIONS PART THEREOF OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (bII) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS ACCURACY OR COMPLETENESS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS ISINFORMATION, WHERE ISRECORDS, AND DATA NOW, HERETOFORE, OR HEREAFTER MADE AVAILABLE TO BUYER IN CONNECTION WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, EXPRESS OR IMPLIED THIS AGREEMENT AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. BUYER HAS NOT EXECUTED OR AUTHORIZED THE EXECUTION OF THIS AGREEMENT IN RELIANCE UPON ANY SUCH PROMISE, REPRESENTATION OR WARRANTY NOT EXPRESSLY SET FORTH HEREIN. (b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III, THE ACQUIRED ASSETS ARE SOLD “AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENTIS, WHERE IS,” “WITH ALL FAULTS,” AND NONE OF SELLER SHALL OR ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, MAKE OR HAVE MADE, AND BUYER IS NOT HAVE RELYING ON, ANY REPRESENTATIONS OR BE SUBJECT WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AS TO ANY LIABILITY TO PURCHASER LIABILITIES, OPERATIONS OF THE FACILITIES, TITLE, CONDITION, VALUE OR QUALITY OF THE ACQUIRED ASSETS OR THE PROSPECTS (FINANCIAL AND OTHERWISE), RISKS OR ANY OTHER PERSON RESULTING MATTERS RESPECTING THE ACQUIRED ASSETS OR ASSUMED LIABILITIES, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO (TO THE EXTENT NOT OTHERWISE PROVIDED FOR HEREIN) (I) THE ACTUAL OR RATED GENERATING CAPABILITY OF ANY OF THE FACILITIES OR THE ABILITY OF BUYER TO SELL FROM ANY OF THE DISTRIBUTION FACILITIES ELECTRIC ENERGY, CAPACITY OR OTHER PRODUCTS RECOGNIZED BY ISO-NE FROM TIME TO PURCHASERTIME, (II) MERCHANTABILITY, USAGE, OR PURCHASER’S USE OF SUITABILITY OR RELIANCE ON, FITNESS FOR ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE PARTICULAR PURPOSE WITH RESPECT TO PURCHASER IN EXPECTATION OFTHE ACQUIRED ASSETS, OR IN CONNECTION WITHANY PART THEREOF, (III) THE TRANSACTIONS CONTEMPLATED HEREBY.WORKMANSHIP OF THE ACQUIRED ASSETS, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, (IV) COMPLIANCE WITH ENVIRONMENTAL REQUIREMENTS RESPECTING THE ACQUIRED ASSETS, (V) WHETHER SELLER POSSESSES SUFFICIENT REAL PROPERTY OR PERSONAL PROPERTY TO OPERATE THE ACQUIRED ASSETS, OR

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH CONTAINED IN ARTICLES IV AND VTHIS AGREEMENT OR ITS EXHIBITS OR ANY CERTIFICATE FURNISHED PURSUANT TO THIS AGREEMENT, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF NEITHER SELLER OR NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAWLAW OR IN EQUITY, STATUTORY IN RESPECT OF THE INTERESTS OR OTHERWISETHEIR RESPECTIVE BUSINESSES OR ANY OF THE ASSETS, WRITTEN LIABILITIES OR ORALOPERATIONS OF THE COMPANY, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE COMPANY, AND ANY SUCH OTHER REPRESENTATIONS OR REPRESENTATION AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLERTHE COMPANY’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING INDIRECTLY TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED AND ANY SUCH OTHER REPRESENTATIONS IMPLIED, AS TO THE VALUE OF THE SHARES OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENTTHE CONDITION, SELLER SHALL NOT HAVE VALUE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER QUALITY OF THE COMPANY OR ANY OTHER PERSON RESULTING FROM ITS ASSETS OR THE DISTRIBUTION TO PURCHASER, PROSPECTS (FINANCIAL OR PURCHASER’S USE OTHERWISE) OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS RISKS ATTENDANT TO THE COMPANY OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYBUSINESS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF NEITHER SELLER OR NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE INTERESTS, THE COMPANIES, THE BUSINESS OR ANY OF THE RELATED ASSETS, OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLES 3 AND 4 OR THE DOCUMENTS OR INSTRUMENTS CONTEMPLATED BY THIS AGREEMENT. IN PARTICULAR, AND WITHOUT IN ANY OTHER REPRESENTATIONS WAY LIMITING THE FOREGOING, (I) SELLER MAKES NO REPRESENTATION OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDWARRANTY WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS OR POLITICAL CONDITIONS RELATING TO THE COMPANIES, THE BUSINESS OR THE RELATED ASSETS. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES REPRESENTATIONS AND WARRANTIES IN ARTICLES 3 AND 4 OR THE DOCUMENTS OR INSTRUMENTS CONTEMPLATED BY THIS AGREEMENT, THE INTERESTS, THE COMPANIES, THE BUSINESS AND THE RELATED ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION EXPRESSLY DISCLAIMS ON BEHALF OF ITSELF, ITS AFFILIATES AND REPRESENTATIVES ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANIES, THE BUSINESS OR ANY RELATED ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE COMPANIES, THE BUSINESS OR ANY SUCH OTHER REPRESENTATIONS RELATED ASSETS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR ANY PART THEREOF. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NOTHING IN THIS AGREEMENT, SELLER PARAGRAPH OR ELSEWHERE IN THIS AGREEMENT SHALL NOT HAVE LIMIT OR BE SUBJECT TO OTHERWISE AFFECT ANY LIABILITY TO RIGHTS OR REMEDIES OF THE PURCHASER INDEMNITEES IN THE EVENT OF ANY FRAUD OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYINTENTIONAL MISREPRESENTATION.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTYPARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER NO PARTY OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE COMPANY INTERESTS, THE COMPANIES OR ANY OF THE PURCHASED ASSETS, OR ANY PART THEREOF, EXCEPT THOSE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT. IN PARTICULAR, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, (I) SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY ENVIRONMENTAL MATTERS EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.12, (II) SELLER MAKES NO REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE COMPANIES OR THE PURCHASED ASSETS, AND (III) SELLER MAKES NO REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO INFORMATION PROVIDED TO BUYER IN RESPONSE TO QUESTIONS PRESENTED BY BUYER OR OTHER REPRESENTATIONS INFORMATION PROVIDED TO BUYER RELATING TO THE COMPANIES OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDTHE PURCHASED ASSETS; PROVIDED, THAT THIS SENTENCE SHALL NOT LIMIT THE EXPRESS REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS (INCLUDING INDEMNITIES) CONTAINED IN THIS AGREEMENT. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREINFOR THOSE EXPRESS REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS (INCLUDING INDEMNITIES) CONTAINED IN THIS AGREEMENT, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE COMPANY INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANIES AND ANY SUCH THE PURCHASED ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM INCIDENTS OF THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, COMPANIES AND THE TRANSACTIONS CONTEMPLATED HEREBYPURCHASED ASSETS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR NEITHER SMP HOLDINGS NOR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE OPCO INTERESTS, THE ASSETS OF THE ACQUIRED COMPANIES OR THE SM JOINT VENTURES, OR THE ACQUIRED ENTITIES, OPCO OR OPCO GENERAL PARTNER, OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDCONTAINED IN ARTICLE III AND ARTICLE IV. (b) EXCEPT AS OTHERWISE THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED HEREINCONTAINED IN ARTICLE III AND ARTICLE IV, SELLER’S SMP HOLDINGS’ INTERESTS IN THE COMPANIES OPCO AND THE ASSETS OF THE ACQUIRED COMPANIES OPCO GENERAL PARTNER ARE BEING TRANSFERRED THROUGH THE SALE OF THE OPCO INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION SMP HOLDINGS AND ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED AND ANY SUCH OTHER REPRESENTATIONS IMPLIED, AS TO THE CONDITION, VALUE OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENTQUALITY OF OPCO, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITHOPCO GENERAL PARTNER, THE TRANSACTIONS CONTEMPLATED HEREBYACQUIRED ENTITIES AND THEIR RESPECTIVE ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF OPCO, OPCO GENERAL PARTNER, THE ACQUIRED ENTITIES AND THEIR ASSETS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT THOSE FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH CONTAINED IN ARTICLES IV AND VARTICLE II (AS MODIFIED BY THE DISCLOSURE SCHEDULE), IT IS NEITHER THE EXPLICIT INTENT OF EACH PARTYSELLER NOR ANY OTHER PERSON MAKES, OR HAS MADE, AND THE PARTIES SELLER HEREBY AGREEDISCLAIMS, THAT NONE ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY IN RESPECT OF SELLER THE SELLER, THE BUSINESS OR ANY OF ITS AFFILIATES THE PURCHASED ASSETS, OR REPRESENTATIVES HAS MADE THE LIABILITIES (INCLUDING THE ASSUMED LIABILITIES) OR IS MAKING OPERATIONS OF THE BUSINESS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE BUSINESS, AND, EXCEPT IN THE CASE OF FRAUD BY THE SELLER, ANY SUCH OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) THE PURCHASER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION AND OPERATIONS OF THE BUSINESS AND THE PURCHASED ASSETS AND HAS ASSESSED THE ASSUMED LIABILITIES IN MAKING ITS DETERMINATION TO PROCEED WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE TRANSACTION DOCUMENTS, AND THE PURCHASER HAS RELIED ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION. (c) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS HEREIN AND EXCEPT IN THE COMPANIES AND CASE OF FRAUD BY THE SELLER, THE PURCHASED ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND THE SELLER MAKES NO OTHER REPRESENTATION EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE PURCHASED ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), ASSUMED LIABILITIES, RISKS AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM INCIDENTS OF THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYBUSINESS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE FOR ANY REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES THIS ARTICLE IV AND ARTICLE V, IT THE COMPANY IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS SOLD “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION THE COMPANY AND EACH ECP MEMBER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE LIABILITIES, OPERATIONS, TITLE, CONDITION, VALUE OR QUALITY OF THE PROPERTIES OF THE COMPANY OR ANY COMPANY SUBSIDIARY OR THE PROSPECTS (FINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF OWNERSHIP OF THE COMPANY, THE COMPANY SUBSIDIARIES, THE PROJECTS, THE PROPERTIES OF THE COMPANY OR ANY SUCH COMPANY SUBSIDIARY AND THE BUSINESS INCLUDING WITH RESPECT TO THE ACTUAL OR RATED GENERATING CAPABILITY OF THE PROJECTS OR THE ABILITY OF PARENT, MERGER SUB OR THE SURVIVING ENTITY TO SELL FROM THE PROJECTS ELECTRIC ENERGY, CAPACITY, RENEWABLE ATTRIBUTES OR OTHER PRODUCTS RECOGNIZED BY ANY INDEPENDENT MARKET ADMINISTRATOR FROM TIME TO TIME, AND THE COMPANY AND EACH ECP MEMBER SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES ARE HEREBY OF MERCHANTABILITY, USAGE, OR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PROJECTS AND THE PROPERTIES OF THE COMPANY OR ANY COMPANY SUBSIDIARY, OR ANY PART THEREOF, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, OR COMPLIANCE WITH ENVIRONMENTAL REQUIREMENTS, OR AS TO THE CONDITION OF THE PROJECTS AND THE PROPERTIES OF THE COMPANY OR ANY COMPANY SUBSIDIARY, OR ANY PART THEREOF, IN EACH CASE EXCEPT AS SET FORTH HEREIN. EXCEPT AS OTHERWISE EXPRESSLY DISCLAIMEDPROVIDED HEREIN, THE COMPANY AND EACH ECP MEMBER FURTHER SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES REGARDING THE ABSENCE OF HAZARDOUS SUBSTANCES OR ENVIRONMENTAL LIABILITY OR POTENTIAL ENVIRONMENTAL LIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE COMPANY AND EACH ECP MEMBER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE CONDITION OF THE PROJECTS AND THE PROPERTIES OF THE COMPANY OR ANY COMPANY SUBSIDIARY OR THE SUITABILITY OF THE PROJECTS FOR OPERATION AS POWER PLANTS OR AS SITES FOR THE DEVELOPMENT OF GENERATION CAPACITY AND NO MATERIAL OR INFORMATION PROVIDED BY OR COMMUNICATIONS MADE BY THE COMPANY, ANY ECP MEMBER, ANY COMPANY SUBSIDIARY OR ANY BROKER OR INVESTMENT BANKER, INCLUDING INFORMATION PROVIDED DURING DUE DILIGENCE, INCLUDING BUT NOT LIMITED TO INFORMATION IN THIS AGREEMENTTHE DATA ROOM, SELLER SHALL NOT HAVE AND ANY ORAL, WRITTEN OR BE SUBJECT ELECTRONIC RESPONSE TO ANY LIABILITY INFORMATION REQUEST PROVIDED TO PURCHASER PARENT OR MERGER SUB, WILL CAUSE OR CREATE ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE LIABILITIES, OPERATIONS, TITLE, CONDITION, VALUE OR QUALITY OF THE PROPERTIES OR THE PROSPECTS (FINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF OWNERSHIP OF THE COMPANY, THE COMPANY SUBSIDIARIES, THE PROJECTS, THE PROPERTIES OF THE COMPANY OR ANY OTHER PERSON RESULTING FROM COMPANY SUBSIDIARY AND THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYBUSINESS THAT IS NOT EXPRESSLY SET FORTH HEREIN.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VHEREIN, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, AGREE THAT NONE OF NO SELLER OR NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE ACQUIRED INTERESTS, THE ACQUIRED COMPANIES, THE ASSETS, PROPERTIES OR LIABILITIES OF THE ACQUIRED COMPANIES, THE BUSINESS OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES OF SELLERS EXPRESSLY MADE IN ARTICLE III AND ARTICLE IV, AND WITHOUT IN ANY OTHER REPRESENTATIONS WAY LIMITING THE FOREGOING, EACH SELLER MAKES NO REPRESENTATION OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDWARRANTY TO BUYER WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE ACQUIRED COMPANIES, THE ACQUIRED INTERESTS, THE ASSETS, PROPERTIES OR LIABILITIES OF THE ACQUIRED COMPANIES OR THE BUSINESS. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND ACQUIRED INTERESTS, THE ASSETS OF THE ACQUIRED COMPANIES AND THE BUSINESS ARE BEING TRANSFERRED THROUGH THE SALE OF THE ACQUIRED INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” ”, AND EXCEPT AS OTHERWISE EXPRESSLY MADE HEREIN, EACH SELLER MAKES NO OTHER REPRESENTATION EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED AND ANY SUCH OTHER REPRESENTATIONS IMPLIED, AS TO THE CONDITION, VALUE OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM QUALITY OF THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITHACQUIRED INTERESTS, THE TRANSACTIONS CONTEMPLATED HEREBYACQUIRED COMPANIES, THE ASSETS OF THE ACQUIRED COMPANIES OF ANY TYPE OR DESCRIPTION, THE BUSINESS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE ACQUIRED INTERESTS, THE ACQUIRED COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES AND THE BUSINESS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING 7.5.1 EXCEPT TO THE EXTENT OF THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT TO THE CONTRARY OR IN ANY OTHER TRANSACTION DOCUMENT, SELLER EXPRESSLY DISCLAIMS AND EXCEPT THOSE NEGATES, AND BUYER HEREBY WAIVES, ANY LIABILITY OR RESPONSIBILITY FOR, (I) ALL REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND V, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVERWARRANTIES, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY LAW OR OTHERWISE, WRITTEN OR ORALIN EQUITY, AND (II) ANY OTHER REPRESENTATIONS STATEMENT OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDINFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO BUYER, INCLUDING, BUT NOT LIMITED TO, ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO BUYER BY ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF SELLER OR ITS AFFILIATES. (b) 7.5.2 SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY WAIVES, ANY LIABILITY OR RESPONSIBILITY FOR, ANY REPRESENTATION OR WARRANTY IN RESPECT OF SELLER, THE UNITS, THE COMPANY, THE COMPANY’S BUSINESS OR ANY OF ITS ASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITH RESPECT TO QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES OR CONDITION OR WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO SELLER. 7.5.3 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREININ THIS AGREEMENT OR IN ANY OTHER TRANSACTION DOCUMENT, SELLER’S INTERESTS IN THE COMPANIES UNITS AND THE COMPANY, AND BY VIRTUE OF THE ACQUISITION OF THE UNITS HEREUNDER, THE ASSETS OF THE ACQUIRED COMPANIES COMPANY ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS SALE, AND BUYER ACCEPTS SUCH ITEMS “AS IS, WHERE IS, WITH ALL FAULTS,” ”. 7.5.4 THE EXPRESS REPRESENTATIONS OF SELLER CONTAINED IN THIS AGREEMENT ARE EXCLUSIVE AND SELLER MAKES NO ARE IN LIEU OF ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, OR OTHER CONDITION OF THE ASSETS, OR THE OWNERSHIP OF THE UNITS OR THE OWNERSHIP OR OPERATION OF THE ASSETS OR ANY KIND OR NATURE, EXPRESS OR IMPLIED AND ANY SUCH OTHER REPRESENTATIONS OR PART THEREOF. 7.5.5 THERE ARE NO WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER AGREEMENT OR ANY OTHER PERSON RESULTING FROM TRANSACTION DOCUMENT. 7.5.6 BUYER ACKNOWLEDGES THAT THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER WAIVERS CONTAINED IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYTHIS SECTION 7.5 ARE CONSPICUOUS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF NEITHER ASC NOR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE RETAINED INTEREST, THE ACQUIRED COMPANIES OR ANY OF THEIR RESPECTIVE ASSETS, OR ANY PART THEREOF, EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY ASC IN SECTION 4.1 AND THE CERTIFICATE DELIVERED BY ASC PURSUANT TO SECTION 3.3(c). IN PARTICULAR, AND WITHOUT IN ANY OTHER REPRESENTATIONS WAY LIMITING THE FOREGOING, (I) NEITHER ASC NOR ITS AFFILIATES OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDTHEIR RESPECTIVE REPRESENTATIVES MAKES ANY REPRESENTATION OR WARRANTY REGARDING ANY (X) TAX MATTERS, (Y) ENVIRONMENTAL MATTERS, OR (Z) EMPLOYMENT MATTERS, AND (II) NEITHER ASC NOR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE PROJECT COMPANIES OR THE PROJECT COMPANY ASSETS. (b) EXCEPT AS OTHERWISE FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED HEREIN, SELLERMADE BY ASC IN SECTION 4.1 AND THE CERTIFICATE DELIVERED BY ASC PURSUANT TO SECTION 3.3(c). ASC’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES RETAINED INTEREST ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS HEREUNDER TO BUYER “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION ASC AND ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM ALL REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE ACQUIRED COMPANIES OR THEIR RESPECTIVE ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE PROJECT COMPANIES OR THE PROJECT COMPANY ASSETS. (c) BUYER ACKNOWLEDGES THAT THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ANY SUCH CERTIFICATE OF ASC ARE THOSE ONLY OF ASC AND NOT OF ANY OTHER REPRESENTATIONS PERSON, INCLUDING ANY AFFILIATE OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER REPRESENTATIVE OF ASC OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYTHEIR RESPECTIVE AFFILIATES.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VHEREIN, IT IS THE EXPLICIT INTENT OF EACH PARTYPARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER PROPPANTS OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAWWRITTEN OR ORAL, STATUTORY INCLUDING ANY IMPLIED REPRESENTATION OR OTHERWISEWARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE CONTRIBUTED INTERESTS, THE BUSINESS, XXXXX OR ITS ASSETS OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT. (b) NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF THE PARTNERSHIP OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND INCLUDING ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER IMPLIED REPRESENTATION OR WARRANTY OF AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY KIND PARTICULAR PURPOSE WITH RESPECT TO THE PARTNERSHIP, ITS BUSINESS OR NATUREASSETS OR ANY PART THEREOF, EXPRESS OR IMPLIED EXCEPT THOSE REPRESENTATIONS AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR CONTAINED IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBY.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE FOR ANY REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES ARTICLE III AND IV AND VOR IN ANY CERTIFICATE DELIVERED HEREUNDER, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES PROJECT COMPANY ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO LIABILITIES, OPERATIONS OF THE FACILITY, TITLE, CONDITION, VALUE OR QUALITY OF THE ASSETS OF THE PROJECT COMPANY OR THE PROSPECTS (FINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF THE ASSETS OF THE PROJECT COMPANY, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE ACTUAL OR RATED GENERATING CAPABILITY OF THE PROJECT OR THE ABILITY OF THE PROJECT COMPANY TO SELL FROM THE PROJECT ELECTRIC ENERGY, CAPACITY OR OTHER PRODUCTS FROM TIME TO TIME, AND SELLER SPECIFICALLY DISCLAIMS ANY SUCH OTHER REPRESENTATIONS REPRESENTATION OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDWARRANTY OF MERCHANTABILITY, USAGE, OR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE ASSETS OF THE PROJECT COMPANY, OR ANY PART THEREOF, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, OR COMPLIANCE WITH ENVIRONMENTAL REQUIREMENTS, OR AS TO THE CONDITION OF THE ASSETS OF THE PROJECT COMPANY, OR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION, WHETHER THE PROJECT COMPANY POSSESSES SUFFICIENT REAL PROPERTY OR PERSONAL PROPERTY TO OPERATE THE PROJECT, IN EACH CASE EXCEPT AS SET FORTH HEREIN OR IN ANY CERTIFICATE DELIVERED HEREUNDER. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR HEREIN OR IN THIS AGREEMENTANY CERTIFICATE DELIVERED HEREUNDER, SELLER SHALL NOT HAVE FURTHER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR BE SUBJECT TO ANY WARRANTY REGARDING THE ABSENCE OF HAZARDOUS MATERIALS OR LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBY.POTENTIAL LIABILITY ARISING UNDER ENVIRONMENTAL

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VHEREIN, IT IS THE EXPLICIT INTENT OF EACH PARTYPARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER PROPPANTS OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAWWRITTEN OR ORAL, STATUTORY INCLUDING ANY IMPLIED REPRESENTATION OR OTHERWISEWARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE CONTRIBUTED INTERESTS, THE BUSINESS, THE CONTRIBUTED ENTITIES OR THEIR ASSETS OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT. (b) NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF THE PARTNERSHIP OR ANY OF ITS AFFILIATES (INCLUDING ACQUISITION CO.) OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND INCLUDING ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER IMPLIED REPRESENTATION OR WARRANTY OF AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY KIND PARTICULAR PURPOSE WITH RESPECT TO THE PARTNERSHIP, ITS BUSINESS OR NATUREASSETS OR ANY PART THEREOF, EXPRESS OR IMPLIED EXCEPT THOSE REPRESENTATIONS AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR CONTAINED IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBY.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTYPARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE COMPANY INTERESTS, THE PROJECT COMPANIES OR ANY OF THE PURCHASED ASSETS, OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLES III AND IV. IN PARTICULAR, AND WITHOUT IN ANY OTHER REPRESENTATIONS WAY LIMITING THE FOREGOING, (I) SELLER MAKES NO REPRESENTATION OR WARRANTIES ARE HEREBY WARRANTY REGARDING ANY ENVIRONMENTAL MATTERS EXCEPT AS EXPRESSLY DISCLAIMEDSET FORTH IN SECTIONS 4.15 AND 4.16 AND (II) SELLER MAKES NO REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE PROJECT COMPANIES OR THE PURCHASED ASSETS. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREININ THE REPRESENTATIONS AND WARRANTIES IN ARTICLES III AND IV, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED PROJECT COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE COMPANY INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE PROJECT COMPANIES AND ANY SUCH THEIR ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM INCIDENTS OF THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYPROJECT COMPANIES AND THEIR ASSETS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTYPARTY HERETO, AND THE PARTIES HERETO HEREBY AGREE, THAT NONE OF SELLER SELLERS OR ANY OF ITS THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY LAW OR OTHERWISEIN EQUITY, WRITTEN OR ORAL, AND INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO THE COMPANY INTERESTS, THE ACQUIRED COMPANIES, PROJECTS OR ANY OF THE PURCHASED ASSETS, THE COAL PROJECT ASSETS OR ANY PART THEREOF, INCLUDING IN ANY DOCUMENTATION OR OTHER REPRESENTATIONS INFORMATION PROVIDED OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREINMADE AVAILABLE BY ANY SELLER, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES IN THE SALE OF ONLINE DATA ROOM OR OTHERWISE, EXCEPT, IN EACH CASE, FOR THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLES III AND IV. IN PARTICULAR, AND WITHOUT IN ANY WAY LIMITING THE INTERESTS “AS ISFOREGOING, WHERE IS, WITH ALL FAULTS,” AND (I) EACH SELLER MAKES NO OTHER REPRESENTATION OR WARRANTY OF REGARDING ANY KIND OR NATURE, EXPRESS OR IMPLIED AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. ENVIRONMENTAL MATTERS EXCEPT AS EXPRESSLY PROVIDED FOR SET FORTH IN THIS AGREEMENT, SECTIONS 4.13 AND 4.14 AND (II) EACH SELLER SHALL NOT HAVE MAKES NO REPRESENTATION OR BE SUBJECT WARRANTY TO BUYER WITH RESPECT TO ANY LIABILITY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITHACQUIRED COMPANIES, THE TRANSACTIONS CONTEMPLATED HEREBYPURCHASED ASSETS OR THE COAL PROJECT ASSETS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTYPARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER SELLERS OR ANY OF THEIR AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE ACQUIRED ASSETS, OR ANY PART THEREOF, EXCEPT THOSE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 5. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NEITHER BUYER NOR ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY, EXCEPT THOSE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 6. IN PARTICULAR, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, (I) NEITHER SELLER MAKES ANY REPRESENTATION OR WARRANTY REGARDING ANY ENVIRONMENTAL MATTERS EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.13, (II) NEITHER SELLER MAKES ANY REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE ACQUIRED ASSETS, AND (III) NEITHER SELLER MAKES ANY REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO INFORMATION PROVIDED TO BUYER IN RESPONSE TO QUESTIONS PRESENTED BY BUYER OR OTHER INFORMATION PROVIDED TO BUYER RELATING TO THE ACQUIRED ASSETS; PROVIDED, THAT THIS SENTENCE SHALL NOT LIMIT THE EXPRESS REPRESENTATIONS OR AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDCONTAINED IN ARTICLE 5. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREINFOR THOSE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 5, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ASSETS ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION SELLERS EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE ACQUIRED ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND ANY SUCH OTHER REPRESENTATIONS INCIDENTS OF THE ACQUIRED ASSETS. (c) BUYER ACKNOWLEDGES THAT IT HAS INVESTIGATED TO ITS SATISFACTION, THE CONDITION AND SUITABILITY OF ALL ASPECTS OF THE ACQUIRED ASSETS AND ALL MATTERS AFFECTING THE VALUE OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDDESIRABILITY OF THE ACQUIRED ASSETS, INCLUDING, BUT NOT LIMITED TO, THE OPERATIONAL ASPECTS OF THE CHANNELVIEW FACILITY, POTENTIAL ENVIRONMENTAL HAZARDS ARISING FROM THE PRESENCE ON OR ABOUT THE PROPERTY OF HAZARDOUS SUBSTANCES, INCLUDING ASBESTOS, FORMALDEHYDE, RADON GAS, LEAD-BASED PAINT, OTHER LEAD CONTAMINATION, FUEL OR CHEMICAL STORAGE TANKS, CAVERNS, PIPELINES, ELECTROMAGNETIC FIELDS, PHOSPHO-GYPSUM OR POLYCHLORINATED BIPHENYLS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER THE SELLERS, NOR THEIR AFFILIATES OR REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO THE PHYSICAL CONDITION OF THE ACQUIRED ASSETS, THE USES OF THE ACQUIRED ASSETS OR ANY LIMITATIONS THEREON, THE INCOME TO BE DERIVED THEREFROM, THE COSTS OF OPERATION, COMPLIANCE WITH LAW, AND/OR ANY REQUIREMENTS FOR IN THIS AGREEMENTALTERATIONS OR IMPROVEMENTS TO COMPLY WITH LAW, SELLER SHALL NOT HAVE INCLUDING ANY REPRESENTATIONS OR BE SUBJECT WARRANTIES PERTAINING TO ANY LIABILITY TO PURCHASER ZONING, ENVIRONMENTAL OR OTHER LAW; THE UTILITIES, PIPELINES OR OTHER PHYSICAL EQUIPMENT AND FIXTURES ON THE REAL PROPERTY COMPRISING OR ASSOCIATED WITH THE ACQUIRED ASSETS OR ANY OTHER PERSON RESULTING FROM ASPECT OF THE DISTRIBUTION TO PURCHASERECONOMIC OPERATIONS ON SUCH REAL PROPERTY; THE CONDITIONS OF THE SOILS, WATER OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION GROUNDWATER OF, OR IN CONNECTION WITHTHE VICINITY OF, SUCH REAL PROPERTY; THE TRANSACTIONS CONTEMPLATED HEREBYPRESENCE OR ABSENCE OF ELECTROMAGNETIC FIELDS, TOXIC MATERIALS OR HAZARDOUS SUBSTANCES ON OR UNDER SUCH REAL PROPERTY OR IN THE VICINITY OF SUCH REAL PROPERTY; OR ANY OTHER MATTER BEARING ON THE USE, VALUE OR CONDITION OF THE ACQUIRED ASSETS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE FOR ANY REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES III AND IV AND VOR IN ANY CERTIFICATE DELIVERED HEREUNDER, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S PURCHASED EQUITY INTERESTS IN THE COMPANIES AND INCLUDING THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO LIABILITIES, OPERATIONS, TITLE, CONDITION, VALUE OR QUALITY OF THE ASSETS OF THE ACQUIRED COMPANIES OR THE PROSPECTS (FINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF THE ASSETS OF THE ACQUIRED COMPANIES, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ACTUAL OR RATED GENERATING CAPABILITY OR THE ABILITY TO SELL ELECTRIC ENERGY, CAPACITY OR OTHER PRODUCTS FROM TIME TO TIME, AND SELLER SPECIFICALLY DISCLAIMS ANY SUCH OTHER REPRESENTATIONS REPRESENTATION OR WARRANTIES ARE HEREBY WARRANTY OF MERCHANTABILITY, USAGE, OR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE ASSETS OF THE ACQUIRED COMPANIES, OR ANY PART THEREOF, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, OR COMPLIANCE WITH ENVIRONMENTAL REQUIREMENTS, OR AS TO THE CONDITION OF THE ASSETS OF THE ACQUIRED COMPANIES, OR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION, WHETHER THE ACQUIRED COMPANIES POSSESS SUFFICIENT REAL PROPERTY OR PERSONAL PROPERTY TO OPERATE, IN EACH CASE EXCEPT AS EXPRESSLY DISCLAIMEDSET FORTH HEREIN. SELLER FURTHER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE ABSENCE OF HAZARDOUS MATERIALS OR LIABILITY OR POTENTIAL LIABILITY ARISING UNDER ENVIRONMENTAL LAWS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENTHEREIN, SELLER SHALL EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE CONDITION OF THE ASSETS OF THE ACQUIRED COMPANIES, SUITABILITY FOR OPERATION OF A POWER PLANT OR AS SITES FOR THE DEVELOPMENT OF ADDITIONAL OR REPLACEMENT GENERATION CAPACITY FOR ANY PURPOSE AND NO MATERIAL OR INFORMATION PROVIDED BY OR COMMUNICATIONS MADE BY OR ON BEHALF OF SELLER OR BY ANY REPRESENTATIVE, BROKER OR INVESTMENT BANKER, INCLUDING WITHOUT LIMITATION ANY INFORMATION OR MATERIAL CONTAINED IN THE DESCRIPTIVE MEMORANDUM OR MANAGEMENT PRESENTATION RECEIVED BY BUYER, ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES (INCLUDING ANY SUPPLEMENTS), INFORMATION PROVIDED DURING DUE DILIGENCE, INCLUDING BUT NOT HAVE LIMITED TO INFORMATION IN THE DATA ROOM, AND ANY ORAL, WRITTEN OR BE SUBJECT ELECTRONIC RESPONSE TO ANY LIABILITY INFORMATION REQUEST PROVIDED TO PURCHASER BUYER, WILL CAUSE OR CREATE ANY OTHER PERSON RESULTING FROM WARRANTY, EXPRESS OR IMPLIED, AS TO THE DISTRIBUTION TO PURCHASERTITLE, CONDITION, VALUE OR PURCHASER’S USE QUALITY OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYASSETS THAT IS NOT SET FORTH HEREIN.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VHEREIN, IT IS THE EXPLICIT INTENT OF EACH PARTYPARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER PROPPANTS OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAWWRITTEN OR ORAL, STATUTORY INCLUDING ANY IMPLIED REPRESENTATION OR OTHERWISEWARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE CONTRIBUTED INTERESTS, THE BUSINESS, XXXXX OR ITS ASSETS OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT. 32 (b) NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF THE PARTNERSHIP OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND INCLUDING ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER IMPLIED REPRESENTATION OR WARRANTY OF AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY KIND PARTICULAR PURPOSE WITH RESPECT TO THE PARTNERSHIP, ITS BUSINESS OR NATUREASSETS OR ANY PART THEREOF, EXPRESS OR IMPLIED EXCEPT THOSE REPRESENTATIONS AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR CONTAINED IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBY.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH CONTAINED IN ARTICLES IV AND VTHIS AGREEMENT, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR NO PARTY NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAWLAW OR IN EQUITY, STATUTORY IN RESPECT OF THE MEMBERS OF THE NOARK GROUP, THEIR RESPECTIVE BUSINESSES OR OTHERWISEANY OF THEIR ASSETS, WRITTEN LIABILITIES OR ORALOPERATIONS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO NOARK AND THE NOARK SUBSIDIARIES, AND ANY SUCH OTHER REPRESENTATIONS OR REPRESENTATION AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S DIRECT AND INDIRECT INTERESTS IN THE COMPANIES AND THE ASSETS MEMBERS OF THE ACQUIRED COMPANIES NOARK GROUP AND THEIR RESPECTIVE ASSETS, AND BUYER’S DIRECT OR INDIRECT INTEREST IN NOARK FINANCE ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS SHARES AND THE MEMBERSHIP INTERESTS, RESPECTIVELY, “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION SELLER, BUYER AND NOARK EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE MEMBERS OF THE NOARK GROUP AND ANY THEIR RESPECTIVE ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM MEMBERS OF THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYNOARK GROUP AND THEIR RESPECTIVE ASSETS.

Waiver of Other Representations. (a) No Reliance; “As Is” Sale. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE (a) CONTRARY AND EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VARTICLE III, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF SELLER, ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AND WITH RESPECT TO, (I) THE ACQUIRED ASSETS, THE ASSUMED LIABILITIES, OR ANY OTHER REPRESENTATIONS PART THEREOF OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (bII) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS ACCURACY OR COMPLETENESS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS ISINFORMATION, WHERE ISRECORDS, AND DATA NOW, HERETOFORE, OR HEREAFTER MADE AVAILABLE TO BUYER IN CONNECTION WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, EXPRESS OR IMPLIED THIS AGREEMENT AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. BUYER HAS NOT EXECUTED OR AUTHORIZED THE EXECUTION OF THIS Public Service Company of New Hampshire dba Eversource Energy Docket DE 17-124 October 12, 2017 Attachment 2 Page 84 of 159 000221 EXECUTION VERSION AGREEMENT IN RELIANCE UPON ANY SUCH PROMISE, REPRESENTATION OR WARRANTY NOT EXPRESSLY SET FORTH HEREIN. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, (b) EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III, THE ACQUIRED ASSETS ARE SOLD “AS IS, WHERE IS,” “WITH ALL FAULTS,” AND NONE OF SELLER OR ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, MAKE OR HAVE MADE, AND BUYER IS NOT RELYING ON, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AS TO LIABILITIES, OPERATIONS OF THE FACILITIES, TITLE, CONDITION, VALUE OR QUALITY OF THE ACQUIRED ASSETS OR THE PROSPECTS (FINANCIAL AND OTHERWISE), RISKS OR ANY OTHER MATTERS RESPECTING THE ACQUIRED ASSETS OR ASSUMED LIABILITIES, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO (I) THE ACTUAL OR RATED GENERATING CAPABILITY OF ANY OF THE FACILITIES OR THE ABILITY OF BUYER TO SELL FROM ANY OF THE FACILITIES ELECTRIC ENERGY, CAPACITY OR OTHER PRODUCTS RECOGNIZED BY ISO-NE FROM TIME TO TIME, (II) MERCHANTABILITY, USAGE, OR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE ACQUIRED ASSETS, OR ANY PART THEREOF, (III) THE WORKMANSHIP OF THE ACQUIRED ASSETS, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, (IV) COMPLIANCE WITH ENVIRONMENTAL REQUIREMENTS RESPECTING THE ACQUIRED ASSETS, (V) WHETHER SELLER POSSESSES SUFFICIENT REAL PROPERTY OR PERSONAL PROPERTY TO OPERATE THE ACQUIRED ASSETS, OR (VI) THE PROBABLE SUCCESS OR PROFITABILITY OF OPERATING THE ACQUIRED ASSETS AFTER THE CLOSING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY SELLER. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER FURTHER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE ABSENCE OF HAZARDOUS SUBSTANCES OR LIABILITY OR POTENTIAL LIABILITY ARISING UNDER ENVIRONMENTAL LAWS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE CONDITION OF THE ACQUIRED ASSETS OR THE SUITABILITY THEREOF FOR OPERATION AS POWER GENERATION FACILITIES OR AS SITES FOR THE DEVELOPMENT OF ADDITIONAL OR REPLACEMENT GENERATION CAPACITY. NO MATERIAL OR INFORMATION MADE AVAILABLE BY OR COMMUNICATIONS MADE BY SELLER, ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES, THE NHPUC, OR ANY BROKER OR INVESTMENT BANKER IN THIS AGREEMENTEXPECTATION OF OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING WITHOUT LIMITATION ANY INFORMATION OR MATERIAL CONTAINED IN THE CONFIDENTIAL INFORMATION MEMORANDUM DATED AS OF MARCH 2017, ANY OTHER EVALUATION OR DUE DILIGENCE MATERIAL, THE DATA SITE, MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, OR ANY ORAL, WRITTEN OR ELECTRONIC RESPONSE TO ANY INFORMATION REQUEST MADE AVAILABLE TO BUYER, WILL CAUSE OR CREATE ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, CONDITION, VALUE Public Service Company of New Hampshire dba Eversource Energy Docket DE 17-124 October 12, 2017 Attachment 2 Page 85 of 159 000222 EXECUTION VERSION OR QUALITY OF THE ACQUIRED ASSETS OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH IN ARTICLE III, AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON BUYER RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYTHEREFROM.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND V, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE MEMBERSHIP INTERESTS, NEWINGTON ENERGY OR ANY OF THE PURCHASED ASSETS, OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. SELLER MAKES NO REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO ANY OTHER REPRESENTATIONS FINANCIAL PROJECTIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDFORECASTS RELATING TO NEWINGTON ENERGY OR THE PURCHASED ASSETS. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, (i) SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES NEWINGTON ENERGY ARE BEING TRANSFERRED THROUGH THE SALE OF THE MEMBERSHIP INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND (ii) SELLER MAKES NO OTHER REPRESENTATION OR WARRANTY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED AND ANY SUCH OTHER REPRESENTATIONS IMPLIED, AS TO THE CONDITION, VALUE OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE QUALITY OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITHNEWINGTON ENERGY, THE TRANSACTIONS CONTEMPLATED HEREBYCONDITION, VALUE, QUALITY, STATE OR REPAIR, DESIGN, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PURCHASED ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF NEWINGTON ENERGY, THE MEMBERSHIP INTERESTS AND THE PURCHASED ASSETS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR NO PARTY NOR ANY OF ITS THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE BUSINESS, CRESCENT ITSELF OR ANY OF CRESCENT’S ASSETS, OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLES III, IV AND V OR IN ANY OTHER REPRESENTATIONS DOCUMENTS DELIVERED AT CLOSING. IN PARTICULAR, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, (i) NO PARTY MAKES ANY REPRESENTATION OR WARRANTIES ARE HEREBY WARRANTY REGARDING ANY ENVIRONMENTAL MATTERS EXCEPT AS EXPRESSLY DISCLAIMEDSET FORTH IN SECTION 4.12 AND (ii) NO PARTY MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO CRESCENT OR CRESCENT’S ASSETS. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREININ THE REPRESENTATIONS AND WARRANTIES IN ARTICLE IV, SELLER’S THE MS MEMBERS ARE ACQUIRING THEIR INTERESTS IN THE COMPANIES CRESCENT AND THE ITS ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION EACH PARTY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE BUSINESS, CRESCENT AND ANY SUCH ITS ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE INCIDENTS OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYCRESCENT AND ITS ASSETS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR SELLERS NOR ANY OF ITS THEIR RESPECTIVE AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE ACQUIRED INTERESTS, THE ACQUIRED COMPANIES OR ANY OF THEIR RESPECTIVE ASSETS, OR ANY PART THEREOF, EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY ANY OTHER REPRESENTATIONS SELLER IN ARTICLES III, IV AND V. IN PARTICULAR, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, (I) NONE OF SELLERS NOR ANY OF THEIR RESPECTIVE AFFILIATES OR WARRANTIES ARE HEREBY THEIR RESPECTIVE REPRESENTATIVES MAKES ANY REPRESENTATION OR WARRANTY REGARDING ANY (X) TAX MATTERS EXCEPT AS EXPRESSLY DISCLAIMEDMADE BY SELLERS, AS APPLICABLE, IN SECTION 3.6 AND SECTION 5.9, (Y) ENVIRONMENTAL MATTERS EXCEPT AS EXPRESSLY MADE BY SELLERS IN SECTION 5.13 OR (Z) EMPLOYMENT MATTERS EXCEPT AS EXPRESSLY MADE BY SELLER IN SECTIONS 5.15 AND 5.16 AND (II) NONE OF SELLERS NOR ANY OF THEIR RESPECTIVE AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE PROJECT COMPANIES OR THE PROJECT COMPANY ASSETS. (b) EXCEPT AS OTHERWISE FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED HEREINMADE BY SELLERS IN ARTICLES III, SELLER’S IV AND V, SELLERS’ INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES INTERESTS ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS HEREUNDER TO BUYER “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION SELLERS AND THEIR RESPECTIVE AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM ALL REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE ACQUIRED COMPANIES OR THEIR RESPECTIVE ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE PROJECT COMPANIES OR THE PROJECT COMPANY ASSETS. (c) BUYER ACKNOWLEDGES THAT THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLES III, IV AND V AND IN ANY SUCH CERTIFICATES OF SELLERS ARE THOSE ONLY OF SELLERS AND NOT OF ANY OTHER REPRESENTATIONS PERSON, INCLUDING ANY AFFILIATE (INCLUDING ANY ACQUIRED COMPANY) OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER REPRESENTATIVE OF SELLERS OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYTHEIR RESPECTIVE AFFILIATES.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE NEITHER SELLER, NOR ANY OF SELLER’S AFFILIATES (INCLUDING THE SELLER OR MEMBERS), NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES AND THEIR REPRESENTATIVES, HAS MADE OR AND, IS MAKING NOT MAKING, ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORALORAL (INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE), WITH RESPECT TO THE COMPANY INTERESTS, THE COMPANY OR ANY OF THE ASSETS OF THE COMPANY, OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDCONTAINED IN ARTICLES III AND IV. (b) EXCEPT AS OTHERWISE THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED HEREINCONTAINED IN ARTICLES III AND IV, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES COMPANY ARE BEING TRANSFERRED THROUGH THE SALE OF THE COMPANY INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER, THE SELLER MAKES NO OTHER REPRESENTATION MEMBERS, THEIR AFFILIATES AND THEIR REPRESENTATIVES EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANY AND ANY SUCH ITS ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM INCIDENTS OF THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYCOMPANY AND ITS ASSETS.

Waiver of Other Representations. (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND VCONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF NEITHER SELLER OR NOR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE INTERESTS, THE COMPANIES, THE ASSETS OF THE COMPANIES OR THE BUSINESS OF THE COMPANIES, OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDCONTAINED IN ARTICLE III AND ARTICLE IV. (b) EXCEPT AS OTHERWISE THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED HEREINCONTAINED IN ARTICLE III AND ARTICLE IV, SELLER’S THE INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION SELLER, ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTY WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANIES OR THEIR ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND ANY SUCH OTHER REPRESENTATIONS INCIDENTS OF THE COMPANIES OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBYTHEIR ASSETS.