Common use of No Additional Representations or Warranties Clause in Contracts

No Additional Representations or Warranties. Buyer acknowledges and agrees that neither Seller nor any of its Affiliates or their respective owners, managers, directors, officers, employees, agents or representatives has made any representation, warranty or promise, expressed or implied, as to the Business, Purchased Assets, liabilities, condition (financial or otherwise) or prospects, except only as expressly set forth in this Agreement. Buyer acknowledges and agrees that Buyer has not relied, and is not relying, upon any representation, warranty, promise, statement or information (whether written or oral) not expressly made in this Agreement. Buyer further acknowledges and agrees that (a) Buyer has conducted such investigations of the Business, Purchased Assets, liabilities, condition (financial or otherwise) and prospects as Buyer deems necessary or appropriate in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, and (b) in making its decision to execute and consummate the transactions contemplated by this Agreement, is solely relying upon the results of its own investigation and the express representations and warranties made by the Seller herein. Buyer acknowledges and agrees that, in connection with such investigation, Buyer may have received from or on behalf of the Seller or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, plans and financial projections (“Forward-Looking Statements”), but that none of Seller, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Buyer is not relying thereon. Buyer acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statements, and (b) it is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements).

No Additional Representations or Warranties. Buyer Seller acknowledges and agrees that neither Seller Buyer nor any of its Affiliates or their respective owners, managers, directors, officers, employees, agents or representatives has made any representation, warranty or promise, expressed or implied, as to the BusinessBuyer’s business, Purchased Assetsits assets, liabilities, condition (financial ability to Close or otherwise) or prospects, except only as expressly set forth in this Agreement. Buyer Seller acknowledges and agrees that Buyer Seller has not relied, and is not relying, upon any representation, warranty, promise, statement or information (whether written or oral) not expressly made in this Agreement. Buyer Seller further acknowledges and agrees that (a) Buyer Seller has conducted such investigations of the BusinessBuyer’s business, Purchased Assetsits assets, liabilities, condition (financial ability to Close or otherwise) and prospects as Buyer Seller deems necessary or appropriate in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, and (b) in making its decision to execute and consummate the transactions contemplated by this Agreement, is solely relying upon the results of its own investigation and the express representations and warranties made by the Seller Buyer herein. Buyer Seller acknowledges and agrees that, in connection with such investigation, Buyer Seller may have received from or on behalf of the Seller Buyer or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, capital raising plans and financial projections (“Forward-Looking Statements”), but that none of SellerBuyer, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Buyer Seller is not relying thereon. Buyer Seller acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statements, and (b) it is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements).

No Additional Representations or Warranties. Buyer Except for the specific representations and warranties expressly made by the Shareholder in Article IV, (a) the Purchaser acknowledges and agrees that (i) neither Seller the Company nor any of its Affiliates the Shareholder is making or their respective owners, managers, directors, officers, employees, agents or representatives has made any representationrepresentation or warranty, warranty or promise, expressed express or implied, as to at law or in equity, in respect of the BusinessCompany, Purchased Assetsits Subsidiaries, or any of the Company’s or its Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise) ), including with respect to merchantability or prospectsfitness for any particular purpose of any assets, except only as expressly set forth in this Agreement. Buyer acknowledges and agrees that Buyer has not reliedthe nature or extent of any liabilities, and is not relying, upon any representation, warranty, promise, statement or information (whether written or oral) not expressly made in this Agreement. Buyer further acknowledges and agrees that (a) Buyer has conducted such investigations the prospects of the BusinessCompany and its Subsidiaries, Purchased Assetsthe effectiveness or the success of any operations, liabilitiesor the accuracy or completeness of any confidential information memoranda, condition documents, projections, material or other information (financial or otherwise) and prospects as Buyer deems necessary regarding the Company or appropriate any Subsidiary furnished to the Purchaser or its Representatives or made available to the Purchaser or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with the execution of this Agreement and the consummation of the transactions contemplated herebywith, and (b) in making its decision to execute and consummate the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever, and (ii) no Representative of the Shareholder, the Company or any of its Subsidiaries has any authority, express or implied, to make any statements, representations, warranties or agreements regarding the transactions contemplated by and the subject matter of this Agreement not specifically set forth in this Agreement and subject to the express remedies and limitations thereon herein provided; (b) the Purchaser specifically disclaims that it is solely relying upon the results of its own investigation and the express or has relied upon any such other statements, representations and or warranties that were made by the Seller herein. Buyer acknowledges any Person, and agrees that, in connection with such investigation, Buyer may have received from or on behalf of the Seller or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, plans and financial projections (“Forward-Looking Statements”), but that none of Seller, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Buyer is not relying thereon. Buyer acknowledges and agrees that the Company and the Shareholder have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any Person; (ac) there are uncertainties inherent the Purchaser specifically disclaims any obligation or duty by the Shareholder, the Company or its Subsidiaries to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in the Forward-Looking Statements, Article IV; and (bd) it the Purchaser is familiar with such uncertainties acquiring the Company subject only to the specific representations and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements)warranties set forth in Article IV.

No Additional Representations or Warranties. Buyer acknowledges and agrees that neither Seller nor any of its Affiliates or their respective owners, managers, directors, officers, employees, agents or representatives has not made any representationrepresentation or warranty, warranty or promise, expressed express or implied, as to regarding Seller, the Business, Purchased Assets, liabilities, condition (financial the Acquired Assets or otherwise) or prospectsthe Assumed Liabilities, except only as for the representations and warranties of Seller expressly set forth in Section 7 of this Agreement. Buyer further agrees that, except with respect to the representations and warranties of Seller expressly set forth in Section 7 of this Agreement, Seller shall not have or be subject to any liability to Buyer or any other Buyer Indemnified Party resulting from the distribution to Buyer, or Buyer’s use of, any information, document or material provided to Buyer or made available to Buyer in the Data Room, management presentations or any other form in expectation of the transactions contemplated by this Agreement, including any estimates, forecasts, plans, financial projections or statements concerning the backlog or pipeline of the Business, as Buyer acknowledges and agrees that no representations or warranties are made with respect to any such information, document, material or statement. Xxxxx further acknowledges that there are uncertainties inherent in attempting to make any such estimates, forecasts, projections or statements, that Buyer has not reliedis familiar with such uncertainties, and that Buyer is not relyingfully responsible for making its own evaluation of the adequacy and accuracy of any such estimates, upon any representationforecasts, warranty, promise, statement projections or information (whether written or oral) not expressly made in this Agreementstatements. Buyer Xxxxx further acknowledges and agrees that (a) Buyer it has conducted such investigations of Seller and the Business, Purchased Assets, liabilities, condition (financial or otherwise) and prospects Business as Buyer it deems necessary or appropriate in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, and (b) in making it and its decision representatives have been permitted access to execute the records, facilities, equipment, Tax Returns, Contracts and consummate other properties and assets of Seller which they have desired and requested to see and/or review, and (c) it and its representatives have had the transactions contemplated by this Agreementopportunity to meet with representatives of Seller to discuss the Business, is solely relying upon the results of its own investigation Acquired Assets and the express Assumed Liabilities. Notwithstanding the foregoing, the foregoing provisions shall not limit or abrogate (i) the representations and warranties made expressly set forth in Section 7 (as modified by the Seller herein. Disclosure Schedule) of this Agreement or Buyer’s right to rely thereon or (ii) Seller’s liability to Buyer acknowledges and agrees that, or any other Buyer Indemnified Party in connection with such investigation, Buyer may have received from the event of any Fraud by or on behalf of the Seller or its Affiliates or their respective ownersSeller. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF BUYER EXPRESSLY SET FORTH IN THIS SECTION 8, managersBUYER MAKES NO REPRESENTATION OR WARRANTY, directorsEXPRESS OR IMPLIED, officersAT LAW OR IN EQUITY, agents or representatives certain estimates, budgets, forecasts, plans and financial projections (“Forward-Looking Statements”), but that none of Seller, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Buyer is not relying thereon. Buyer acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statements, and (b) it is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements)IN RESPECT OF BUYER.

No Additional Representations or Warranties. Buyer Except for the specific representations and warranties expressly made by First Surgical in Article III, (a) Northstar acknowledges and agrees that (i) neither Seller First Surgical nor any of its Affiliates Subsidiary is making or their respective owners, managers, directors, officers, employees, agents or representatives has made any representationrepresentation or warranty, warranty or promise, expressed express or implied, as to the Businessat law or in equity, Purchased Assetsin respect of First Surgical or its Subsidiaries (including FS Surgical and FS Hospital), or any of their respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise) ), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, prospects, except only as expressly set forth in this Agreement. Buyer acknowledges and agrees that Buyer has not reliedthe effectiveness or the success of any operations, and is not relyingor the accuracy or completeness of any confidential information memoranda, upon any representationdocuments, warrantyprojections, promise, statement material or other information (whether written or oral) not expressly made in this Agreement. Buyer further acknowledges and agrees that (a) Buyer has conducted such investigations of the Business, Purchased Assets, liabilities, condition (financial or otherwise) and prospects as Buyer deems necessary regarding FS Surgical or appropriate FS Hospital furnished to Northstar or its Representatives or made available to the Northstar or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with the execution of this Agreement and the consummation of the transactions contemplated herebywith, and (b) in making its decision to execute and consummate the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever, and (ii) no Representative of First Surgical or any of its Subsidiaries has any authority, express or implied, to make any statements, representations, warranties or agreements regarding the transactions contemplated by and the subject matter of this Agreement not specifically set forth in this Agreement and subject to the express remedies and limitations thereon herein provided; (b) Northstar specifically disclaims that it is solely relying upon the results of its own investigation and the express or has relied upon any such other statements, representations and or warranties that were made by the Seller herein. Buyer acknowledges any Person, and agrees that, in connection with such investigation, Buyer may have received from or on behalf of the Seller or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, plans and financial projections (“Forward-Looking Statements”), but that none of Seller, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Buyer is not relying thereon. Buyer acknowledges and agrees that First Surgical has specifically disclaimed and does hereby specifically disclaim any such other representation or warranty made by any Person; (ac) there are uncertainties inherent Northstar specifically disclaims any obligation or duty by First Surgical or its Subsidiaries to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in the Forward-Looking Statements, Article III; and (bd) it Northstar is familiar with such uncertainties entering into the transaction contemplated by this Agreement subject only to the specific representations and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements)warranties set forth in Article III.

No Additional Representations or Warranties. Buyer acknowledges Except for the representations and agrees warranties expressly contained in this Article 3 (as qualified by the Disclosure Schedules to the extent provided by the express terms and conditions (including limitations and exclusions) of this Agreement) (it being understood that Purchaser, Merger Sub and each of their Representatives have relied only on such express representations and warranties), Purchaser and Merger Sub each acknowledge and agree, on its own behalf and on behalf of their Representatives, that neither such Blocker Seller nor any other Person on behalf of its Affiliates such Blocker Seller makes, and neither Purchaser, Merger Sub nor any of their Representatives has relied on, the accuracy or their respective ownerscompleteness of any express or implied representation or warranty (including any representation or warranty, managers, directors, officers, employees, agents or representatives has made any representation, warranty or promise, expressed express or implied, as to the Businessquality, Purchased Assetsmerchantability, liabilities, fitness of a particular purpose or condition (financial of assets) with respect to such Blocker Seller or otherwise) or prospects, except only as expressly set forth in this Agreement. Buyer acknowledges and agrees that Buyer has not relied, and is not relying, upon with respect to any representation, warranty, promise, statement or information (whether written of any nature made or oral) not expressly provided by any Person or any information, statements, disclosures, documents, projections, forecasts or other materials made available to Purchaser, Merger Sub or any of their respective Representatives in this Agreement. Buyer further acknowledges and agrees that (a) Buyer has conducted such investigations of the Business, Purchased Assets, liabilities, condition (financial Dataroom or otherwise) and prospects as Buyer deems necessary or appropriate in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, and (b) in making its decision to execute and consummate the transactions contemplated by this Agreement, is solely relying upon the results of its own investigation and the express representations and warranties made by the Seller herein. Buyer acknowledges and agrees that, in connection with such investigation, Buyer may have received from or otherwise on behalf of the such Blocker Seller or any of its Affiliates Representatives to Purchaser, Merger Sub or any of their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, plans Representatives. Each of Purchaser and financial projections Merger Sub (“Forward-Looking Statements”), but i) acknowledges that none of Seller, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Buyer is not relying thereon. Buyer acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statementsattempting to make such projections, forecasts and other materials and (bii) it is familiar with such uncertainties and is taking take full responsibility for making its own evaluation as to the accuracy and adequacy of the adequacy and accuracy of all Forward-Looking Statements materials so furnished (to them or to their respective Representatives. Without limiting the foregoing or any of Purchaser’s or Merger Sub’s rights or remedies under this Agreement, neither such Blocker Seller nor any other Person will have or be subject to any liability whatsoever to Purchaser, Merger Sub or any other Person, to the extent resulting from the distribution to Purchaser, Merger Sub or any of their Representatives, or Purchaser’s, Merger Sub’s or any of their Representatives use of or reliance on, any such information, including any information, statements, disclosures, documents, projections, forecasts or other materials made available to Purchaser, Merger Sub or any of their Representatives in the reasonableness Dataroom or otherwise in expectation of the assumptions underlying Forward-Looking Statements)transactions contemplated by this Agreement or any discussions with respect to any of the foregoing information.

No Additional Representations or Warranties. The Buyer acknowledges ------------------------------------------- that its principal officers and agrees certain of its stockholders include persons who have been actively involved in the day-to-day management of the Company. The Buyer also acknowledges and represents that neither Seller it has conducted its own investigation of the Company's business and operations and such other matters as the Buyer has determined to be worthy of its investigation in connection with the transactions contemplated hereby. The Buyer further acknowledges that none of the Seller, the Company, Union Pacific nor any of its Affiliates or their respective owners, managers, directors, officers, employees, agents or representatives other Person has made any representationrepresentation or warranty, warranty or promise, expressed express or implied, as to the Business, Purchased Assets, liabilities, condition (financial accuracy or otherwise) or prospectscompleteness of any information regarding the Company, except only as expressly set forth in this Agreement. Agreement or the Disclosure Schedule, and the Buyer acknowledges and further agrees that Buyer has not relied, and is not relying, upon any representation, warranty, promise, statement or information (whether written or oral) not expressly made in this Agreement. Buyer further acknowledges and agrees that (a) Buyer has conducted such investigations none of the BusinessSeller, Purchased Assetsthe Company, liabilitiesUnion Pacific nor any other Person will have or be subject to any liability to the Buyer or any other Person resulting from the distribution to the Buyer, condition (financial or otherwise) the Buyer's use of, any such information, including, without limitation, any Confidential Financing Memorandum prepared by Xxxxxxxx Xxxxxxx & Co. LLC and prospects as The Chart Group, L.P. and any information, document or material made available to the Buyer deems necessary or appropriate its lenders in connection with the execution expectation of this Agreement and the consummation of the transactions contemplated hereby, and (b) in making its decision to execute and consummate the transactions contemplated by this Agreement. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN (S)3, is solely relying upon the results of its own investigation and the express representations and warranties made by the Seller hereinNEITHER THE SELLER NOR THE COMPANY MAKES ANY REPRESENTATION OF WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE SELLER OR THE COMPANY OR ANY OF THE ASSETS, LIABILITIES OR OPERATIONS OF THE COMPANY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THE SELLER EXPRESSLY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY. Buyer acknowledges and agrees thatEXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN (S)3, in connection with such investigation, Buyer may have received from or on behalf of the Seller or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, plans and financial projections (“Forward-Looking Statements”), but that none of Seller, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Buyer is not relying thereon. Buyer acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statements, and (b) it is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements).THE BUYER AGREES THAT IT IS PURCHASING THE COMPANY ON AN "AS IS" AND "WHERE IS" BASIS

No Additional Representations or Warranties. Buyer Except for the specific representations and warranties expressly made by the Shareholder in Article IV of this Agreement, (a) Purchaser acknowledges and agrees that (1) neither Seller the Company nor any of its Affiliates Shareholder is making or their respective owners, managers, directors, officers, employees, agents or representatives has made any representationrepresentation or warranty, warranty or promise, expressed express or implied, as to at law or in equity, in respect of the BusinessCompany, Purchased Assetsits Subsidiaries, or any of the Company’s or its Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise) ), including with respect to merchantability or prospectsfitness for any particular purpose of any assets, except only as expressly set forth in this Agreement. Buyer acknowledges and agrees that Buyer has not reliedthe nature or extent of any liabilities, and is not relying, upon any representation, warranty, promise, statement or information (whether written or oral) not expressly made in this Agreement. Buyer further acknowledges and agrees that (a) Buyer has conducted such investigations the prospects of the BusinessCompany and its Subsidiaries, Purchased Assetsthe effectiveness or the success of any operations, liabilitiesor the accuracy or completeness of any confidential information memoranda, condition documents, projections, material or other information (financial or otherwise) regarding the Company or any Subsidiary furnished to the Purchaser or its Representatives or made available to the Purchaser and prospects as Buyer deems necessary its Representatives in any “data rooms,” “virtual data rooms,” management presentations or appropriate in any other form in expectation of, or in connection with the execution of this Agreement and the consummation of the transactions contemplated herebywith, and (b) in making its decision to execute and consummate the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever, and (2) no Representative of the Shareholder, the Company or any of its Subsidiaries has any authority, express or implied, to make any statements, representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies herein provided; (b) Purchaser specifically disclaims that it is solely relying upon the results of its own investigation and the express or has relied upon any such other statements, representations and or warranties that may have been made by the Seller herein. Buyer acknowledges any Person, and agrees that, in connection with such investigation, Buyer may have received from or on behalf of the Seller or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, plans and financial projections (“Forward-Looking Statements”), but that none of Seller, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Buyer is not relying thereon. Buyer acknowledges and agrees that the Company and the Shareholder have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any Person; (ac) there are uncertainties inherent Purchaser specifically disclaims any obligation or duty by the Shareholder, the Company or its Subsidiaries to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in the Forward-Looking Statements, Article IV of this Agreement; and (bd) it Purchaser is familiar with such uncertainties acquiring the Company subject only to the specific representations and is taking full responsibility for making its own evaluation warranties set forth in Article IV of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements)this Agreement.

No Additional Representations or Warranties. Buyer The Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Company and its Subsidiaries and (ii) has been furnished with or given adequate access to such representatives of the Company and its Subsidiaries, and books, records and other information about the business of the Company and its Subsidiaries as it has requested. The Purchaser acknowledges that neither Seller the Company nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, its Affiliates Subsidiaries or their respective ownersbusinesses, managersexcept as expressly set forth in this Agreement and the Schedules. The Purchaser further agrees that neither the Company nor any other person shall have, or be subject to, any liability to Purchaser or any other person resulting from the distribution to, or the use by, Purchaser, its financiers and its directors, officers, employees, agents agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives has made of any representationsuch information, warranty or promiseincluding, expressed or impliedwithout limitation, as to the Business, Purchased Assets, liabilities, condition (financial or otherwise) or prospects, except only as expressly set forth in this Agreement. Buyer acknowledges and agrees that Buyer has not relied, and is not relying, upon any representation, warranty, promise, statement or information (whether written or oral) not expressly made in this Agreement. Buyer further acknowledges and agrees that (a) Buyer has conducted such investigations of the Business, Purchased Assets, liabilities, condition (financial or otherwise) and prospects as Buyer deems necessary or appropriate documentation provided in connection with their due diligence inquiry and any information, document or material made available to the execution of this Agreement and them in the consummation of the transactions contemplated herebydocuments provided, and (b) management presentations or any other form in making its decision to execute and consummate connection with the transactions contemplated by this Agreement. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 3.1 AND 3.2, is solely relying upon the results of its own investigation and the express representations and warranties made by the Seller hereinTHE COMPANY AND THE SELLERS MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY, ITS SUBSIDIARIES OR ANY OF THEIR ASSETS, LIABILITIES OR OPERATIONS, OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND PURCHASER EXPRESSLY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY. Buyer acknowledges and agrees thatEXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.1, in connection with such investigation, Buyer may have received from or on behalf of the Seller or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, plans and financial projections (“Forward-Looking Statements”), but that none of Seller, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Buyer is not relying thereon. Buyer acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statements, and (b) it is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements)PURCHASER AGREES THAT IT IS ACQUIRING THE COMPANY ON AN "AS IS" AND "WHERE IS" BASIS.

No Additional Representations or Warranties. Buyer acknowledges that Seller, the Company and agrees that neither Seller nor their representatives and Affiliates have not made, and Buyer has not relied on, any of its Affiliates representation or their respective ownerswarranty, managers, directors, officers, employees, agents or representatives has made any representation, warranty or promise, expressed express or implied, as to regarding Seller, the Company, their assets, liabilities or operations or the Business, Purchased Assets, liabilities, condition (financial or otherwise) or prospects, except only as for the representations and warranties of the Company and Seller expressly set forth in Section 3 and Section 4, respectively, in each case as modified by the Disclosure Schedules. Buyer further agrees that the Company and Seller, and their respective representatives and Affiliates, shall not have or be subject to any liability to Buyer or its Affiliates resulting from the distribution to Buyer, or Buyer’s use of, any information, document or material provided to Buyer or made available to Buyer in any “data room,” management presentations or any other form in expectation of the transactions contemplated by this Agreement. , including any estimates, forecasts, plans or financial projections of the Company, and Buyer acknowledges that no representations or warranties are made with respect to any such information, document or material and agrees that Buyer has not reliedrelied on any such information, document or material in making its investment decision in connection with this Agreement except as such information, documents and materials are represented to in Section 3 and Section 4. Buyer further acknowledges that there are uncertainties inherent in attempting to make any such estimates, forecasts or projections, that Buyer is familiar with such uncertainties, and that Buyer is not relyingfully responsible for making its own evaluation of the adequacy and accuracy of any such estimates, upon any representation, warranty, promise, statement forecasts or information (whether written or oral) not expressly made in this Agreementprojections. Buyer further acknowledges and agrees that (a) Buyer it has conducted such investigations of the Business, Purchased Assets, liabilities, condition (financial or otherwise) Company and prospects the Business as Buyer it deems necessary or appropriate in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, and (bnothing in this Section 5(g) in making its decision to execute and consummate shall limit or abrogate the transactions contemplated by this Agreement, is solely relying upon the results of its own investigation and the express representations and warranties made set forth in Section 3 and Section 4 (in each case, as modified by the Seller herein. Buyer acknowledges and agrees that, in connection with such investigation, Buyer may have received from Disclosure Schedule) of this Agreement or on behalf of the Seller or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, plans and financial projections (“Forward-Looking Statements”), but that none of Seller, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Buyer is not relying Buyer’s right to rely thereon. Buyer acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statements, and (b) it is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements).

No Additional Representations or Warranties. The Buyer acknowledges and agrees the Merger Sub each acknowledge that neither Seller nor any of its Affiliates or their respective ownersthe Shareholders, managers, directors, officers, employees, agents or representatives has the Representative and Generac have not made any representationrepresentation or warranty, warranty or promise, expressed express or implied, as to the Business, Purchased Assets, liabilities, condition (financial accuracy or otherwise) completeness of any information regarding the Shareholders or prospectsGenerac, except only as for the representations and warranties of Generac expressly set forth in this Agreement. Buyer acknowledges and agrees that Buyer has not reliedAgreement or the Disclosure Schedule, and is the Buyer and the Merger Sub each further agree that the Shareholders, the Representative, Generac, Xxxxxxx Xxxxx & Co. and Xxxxx Fargo Securities, LLC, shall not relyinghave or be subject to any liability to the Buyer, upon the Merger Sub or any representationother Person resulting from the distribution to the Buyer or the Merger Sub, warrantyor the Buyer’s or the Merger Sub’s use of, promiseany such information, statement including, without limitation, the Confidential Memorandum prepared by Xxxxxxx Xxxxx & Co. and Xxxxx Fargo Securities, LLC and any information, document or information material provided to or made available to the Buyer or the Merger Sub in any “data room” (whether written including without limitation the electronic data room maintained by IntraLinks), management presentations or oral) not expressly made any other form in expectation of the transactions contemplated by this Agreement. The Buyer and the Merger Sub further acknowledges acknowledge and agrees agree that (ai) Buyer has conducted they are reasonably satisfied with such investigations of the Business, Purchased Assets, liabilities, condition (financial or otherwise) Generac and prospects as Buyer deems necessary or appropriate its business that they have conducted in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, (ii) they and (b) in making its decision their representatives have been permitted access to execute the records, facilities, equipment, tax returns, contracts and consummate the transactions contemplated by this Agreement, is solely relying upon the results other properties and assets of its own investigation Generac which they and the express representations their representatives have desired and warranties made by the Seller herein. Buyer acknowledges and agrees that, in connection with such investigation, Buyer may have received from or on behalf of the Seller or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, plans and financial projections (“Forward-Looking Statements”), but that none of Seller, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Buyer is not relying thereon. Buyer acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statementsrequested to see and/or review, and (biii) it is familiar they and their representatives have had the opportunity to meet with such uncertainties representatives of Generac to discuss the business and is taking full responsibility for making its own evaluation assets of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements)Generac. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF GENERAC EXPRESSLY SET FORTH IN §3 HEREOF OR THE DISCLOSURE SCHEDULE, NONE OF THE SHAREHOLDERS, THE REPRESENTATIVE NOR GENERAC MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE SHAREHOLDERS, GENERAC OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES OR OPERATIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND GENERAC, THE SHAREHOLDERS AND THE REPRESENTATIVE EXPRESSLY DISCLAIM ANY SUCH REPRESENTATION OR WARRANTY. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF GENERAC SET FORTH IN §3 HEREOF OR THE DISCLOSURE SCHEDULE, THE BUYER AND THE MERGER SUB AGREE THAT THE SHARES AND GENERAC ARE BEING ACQUIRED ON AN “AS IS” AND “WHERE IS” BASIS.

No Additional Representations or Warranties. Buyer acknowledges that Sellers and agrees that neither Seller nor the Company have not made, and Buyer has not relied on, any of its Affiliates representation or their respective ownerswarranty, managers, directors, officers, employees, agents or representatives has made any representation, warranty or promise, expressed express or implied, as to regarding Sellers, the Company, their assets, liabilities or operations or the Business, Purchased Assets, liabilities, condition (financial or otherwise) or prospects, except only as for the representations and warranties expressly set forth in this Agreement and the other Transaction Documents. Buyer further agrees that, except with respect to the representations and warranties expressly set forth in this Agreement and the other Transaction Documents, Sellers shall not have or be subject to any liability to Buyer or any of its Affiliates resulting from representations or warranties with respect to any information, document or material provided to Buyer or made available to Buyer in any “data room,” management presentations or any other form in expectation of the transactions contemplated by this Agreement, including any estimates, forecasts, plans, financial projections or statements concerning the backlog or pipeline of the Company, as Buyer acknowledges that no representations or warranties are made with respect to any such information, document or material and, except with respect to the representations and warranties expressly set forth in this Agreement and the other Transaction Documents, Buyer has not relied on any such information, document, material or statement in making its investment decision in connection with this Agreement. Buyer further acknowledges and agrees that Buyer has not reliedthere are uncertainties inherent in attempting to make any such estimates, and is not relyingforecasts, upon any representation, warranty, promise, statement projections or information (whether written or oral) not expressly made in this Agreementstatements. Buyer further acknowledges and agrees that (a) Buyer it has conducted such investigations of the Business, Purchased Assets, liabilities, condition (financial or otherwise) Company and prospects as Buyer deems necessary or appropriate the Business in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, the foregoing provisions shall not limit or abrogate (a) the representations and warranties set forth in the Transaction Documents, including those in Section 3 and Section 4 (in each case, as modified by the Disclosure Schedule) of this Agreement, or Buyer’s right to rely thereon or (b) in making its decision to execute and consummate the transactions contemplated by this Agreement, is solely relying upon the results of its own investigation and the express representations and warranties made by the Seller herein. Buyer acknowledges and agrees that, in connection with such investigation, Buyer may have received from or on behalf of the Seller or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, plans and financial projections (“Forward-Looking Statements”), but that none of Seller, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Buyer is not relying thereon. Buyer acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statements, and (b) it is familiar with such uncertainties and is taking full responsibility claim for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements)Fraud against any Person.

No Additional Representations or Warranties. Buyer acknowledges and agrees that neither Seller nor any (a)In connection with Buyer's investigation of its Affiliates or their respective ownersthe Company, managers, directors, officers, employees, agents or representatives has made any representation, warranty or promise, expressed or implied, as to the Business, Purchased Assets, liabilities, condition (financial or otherwise) or prospects, except only as expressly set forth in this Agreement. Buyer acknowledges and agrees that Buyer has not relied, and is not relying, upon any representation, warranty, promise, statement or information (whether written or oral) not expressly made in this Agreement. Buyer further acknowledges and agrees that (a) Buyer has conducted such investigations of received from the Business, Purchased Assets, liabilities, condition (financial or otherwise) and prospects as Buyer deems necessary or appropriate in connection with the execution of this Agreement Company and the consummation of the transactions contemplated herebySellers, and (b) in making its decision to execute and consummate the transactions contemplated by this Agreement, is solely relying upon the results of its own investigation and the express representations and warranties made by the Seller herein. Buyer acknowledges and agrees that, in connection with such investigation, Buyer may have received from or on behalf of the Seller or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, plans and financial projections (“Forward-Looking Statements”), but that none of Seller, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Buyer is not relying thereonCompany. Buyer acknowledges and agrees that (ai) there are uncertainties inherent in the Forward-Looking Statementsattempting to make such estimates, forecasts, plans and projections, (bii) it Buyer is familiar with such uncertainties and uncertainties, (iii) Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements estimates, forecasts, plans and projections so furnished to it (including the reasonableness of the assumptions underlying Forward-Looking Statementssuch estimates, forecasts, plans and projections) and (iv) Buyer has not relied on the Company's estimates, forecasts, plans and financial projections in making its investment decision in connection with this Agreement. Accordingly, none of Sellers or the Company make any representation or warranty with respect to such estimates, forecasts, plans and projections (including any such underlying assumptions). Notwithstanding the above, all such estimates, forecasts, plans and projections were prepared in good faith, and are not fraudulent or intentionally inaccurate of deficient. (b)EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANY EXPRESSLY SET FORTH IN SECTIONS 3 AND 4 HEREOF, NONE OF SELLERS NOR THE COMPANY MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF SELLERS, THE COMPANY OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES OR OPERATIONS. Notwithstanding the foregoing or any other provisions hereof, this Section 3.29 shall not in any way (i) alter, change or limit any representations, warranties or covenants of the Sellers contained in this Agreement, (b) alter, change or limit Buyer's right to rely on the representations, warranties and covenants of the Sellers or the Company contained in this Agreement, (c) limit Buyer's right to indemnification (subject to the provisions of Section 10) for any breach of any representations, warranties or covenants of the Company or the Sellers contained in this Agreement, and/or (d) alter, change or limit Buyer's right to pursue any and all available rights and remedies in the case of Sellers' intentional fraud. 4.

No Additional Representations or Warranties. Buyer Each of Parent, Merger Sub and Cardo acknowledges and agrees that neither Seller nor any of its Affiliates or their respective owners, managers, directors, officers, employees, agents or representatives has the others have not made any representation, warranty or promisecovenant, expressed express or implied, as to the Business, Purchased Assets, liabilities, condition (financial accuracy or otherwise) or prospectscompleteness of any information regarding any of them, except only as expressly set forth in this AgreementAgreement or the Disclosure Schedule. Buyer acknowledges SUBJECT TO ANY RIGHTS ANY PARTY MAY HAVE UNDER LAW OR EQUITY WITH RESPECT TO FRAUD OR WILLFUL CONCEALMENT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, NO PARTY MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW, IN EQUITY, OR OTHERWISE, IN RESPECT OF PARENT, MERGER SUB OR ANY ACQUIRED ENTITY, AS APPLICABLE, OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES OR OPERATIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND EACH SUCH PARTY EXPRESSLY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY. ARTICLE VII CONDITIONS PRECEDENT TO THE CLOSING 7.1 Conditions Precedent to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger and agrees that Buyer has not relied, and is not relying, upon any representation, warranty, promise, statement or information (whether written or oral) not expressly made in this Agreement. Buyer further acknowledges and agrees that (a) Buyer has conducted such investigations of consummate the Business, Purchased Assets, liabilities, condition (financial or otherwise) and prospects as Buyer deems necessary or appropriate other transactions contemplated to occur in connection with the execution Closing shall be subject to the fulfillment or satisfaction, prior to or on the Closing Date, of this Agreement and the following conditions: (a) Governmental Authorities’ Approvals. All Governmental Authorities’ approvals required for the consummation of the transactions contemplated herebyMerger, and if any, shall have been obtained. (b) No Injunctions or Restraints. No temporary restraining order, preliminary or permanent injunction or other judgment issued by any court of competent jurisdiction or other legal restraint or prohibition that has the effect of preventing the consummation of the Merger or the Acquisitions shall be in making its decision effect, no Proceeding shall have been commenced by any Governmental Authority or any other Person for the purpose of obtaining any such injunction, writ or preliminary restraining order, and no written notice shall have been received by any party hereto from any Governmental Authority indicating an intent to execute and consummate investigate, restrain, prevent, delay or restructure the transactions contemplated by this Agreement, is solely relying upon . 7.2 Conditions Precedent to Obligations of Parent and Merger Sub. Parent’s and Merger Sub’s obligation to effect the results of its own investigation Merger and consummate the express representations and warranties made by the Seller herein. Buyer acknowledges and agrees that, other transactions contemplated to occur in connection with such investigation, Buyer may have received from the Closing is subject to the satisfaction or on behalf waiver by Parent and Merger Sub of the Seller or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, plans and financial projections (“Forward-Looking Statements”), but that none of Seller, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Buyer is not relying thereon. Buyer acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statements, and (b) it is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements)each condition precedent listed below.

No Additional Representations or Warranties. Buyer Except for the specific representations and warranties expressly made by Northstar in Article IV, (a) First Surgical acknowledges and agrees that (i) neither Seller Northstar nor any of its Affiliates Subsidiary is making or their respective owners, managers, directors, officers, employees, agents or representatives has made any representationrepresentation or warranty, warranty or promise, expressed express or implied, as to the Businessat law or in equity, Purchased Assetsin respect of Northstar or its Subsidiaries, or any of their respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise) ), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, prospects, except only as expressly set forth in this Agreement. Buyer acknowledges and agrees that Buyer has not reliedthe effectiveness or the success of any operations, and is not relyingor the accuracy or completeness of any confidential information memoranda, upon any representationdocuments, warrantyprojections, promise, statement material or other information (whether written or oral) not expressly made in this Agreement. Buyer further acknowledges and agrees that (a) Buyer has conducted such investigations of the Business, Purchased Assets, liabilities, condition (financial or otherwise) and prospects as Buyer deems necessary furnished to First Surgical or appropriate its Representatives or made available to First Surgical or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with the execution of this Agreement and the consummation of the transactions contemplated herebywith, and (b) in making its decision to execute and consummate the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever, and (ii) no Representative of Northstar or any of its Subsidiaries has any authority, express or implied, to make any statements, representations, warranties or agreements regarding the transactions contemplated by and the subject matter of this Agreement not specifically set forth in this Agreement and subject to the express remedies and limitations thereon herein provided; (b) First Surgical specifically disclaims that it is solely relying upon the results of its own investigation and the express or has relied upon any such other statements, representations and or warranties that were made by the Seller herein. Buyer acknowledges any Person, and agrees that, in connection with such investigation, Buyer may have received from or on behalf of the Seller or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, plans and financial projections (“Forward-Looking Statements”), but that none of Seller, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Buyer is not relying thereon. Buyer acknowledges and agrees that Northstar has specifically disclaimed and does hereby specifically disclaim any such other representation or warranty made by any Person; (ac) there are uncertainties inherent First Surgical specifically disclaims any obligation or duty by Northstar or its Subsidiaries to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in the Forward-Looking Statements, Article IV; and (bd) it First Surgical is familiar with such uncertainties entering into the transaction contemplated by this Agreement subject only to the specific representations and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements)warranties set forth in Article IV.

No Additional Representations or Warranties. Buyer acknowledges that Sellers, the Company and agrees that neither Seller nor their representatives and affiliates have not made, and Buyer has not relied on, any of its Affiliates representation or their respective ownerswarranty, managers, directors, officers, employees, agents or representatives has made any representation, warranty or promise, expressed express or implied, as to regarding Sellers, the Company, the assets, liabilities or operations or the Business, Purchased Assets, liabilities, condition (financial or otherwise) or prospects, except only as for the representations and warranties of the Company and the Sellers expressly set forth in Sections 3 and 4 of this Agreement, respectively, in each case as modified by the Disclosure Schedule. Buyer further agrees that the Company and the Sellers, and their respective representatives and Affiliates, shall not have or be subject to any liability to Buyer or its Affiliates resulting from the distribution to Buyer, or Buyer’s use of, any information, document or material provided to Buyer or made available to Buyer in any “data room,” management presentations or any other form in expectation of the transactions contemplated by this Agreement, including any estimates, forecasts, plans or financial projections of the Company, as Buyer acknowledges that no representations or warranties are made with respect to any such information, document or material and Buyer has not relied on any such information, document or material in making its investment decision in connection with this Agreement. Buyer further acknowledges and agrees that there are uncertainties inherent in attempting to make any such estimates, forecasts or projections, that Buyer has not reliedis familiar with such uncertainties, and that Buyer is not relyingfully responsible for making its own evaluation of the adequacy and accuracy of any such estimates, upon any representation, warranty, promise, statement forecasts or information (whether written or oral) not expressly made in this Agreementprojections. Buyer further acknowledges and agrees that (ai) Buyer it has conducted such investigations of the Business, Purchased Assets, liabilities, condition (financial or otherwise) Company and prospects the Business as Buyer it deems necessary or appropriate in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, (ii) it and its representatives have been permitted access to the records, facilities, equipment, Tax Returns, Contracts and other properties and assets of the Company which they and their representatives have desired and requested to see and/or review and (biii) in making it and its decision representatives have had the opportunity to execute and consummate meet with representatives of the transactions contemplated by this Agreement, is solely relying upon Company to discuss the results of its own investigation Business and the express representations and warranties made by the Seller herein. Buyer acknowledges and agrees that, in connection with such investigation, Buyer may have received from or on behalf assets of the Seller Company. In no event shall anything contained in this Section 5(g) be deemed to exclude the Company’s or its Affiliates or their respective ownersany Seller’s liability for Fraud. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5, managersBUYER MAKES NO REPRESENTATION OR WARRANTY, directorsEXPRESS OR IMPLIED, officersAT LAW OR IN EQUITY, agents or representatives certain estimatesAND EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES. EACH OF THE SELLERS, budgetsTHE SELLER REPRESENTATIVE AND THE COMPANY HEREBY ACKNOWLEDGES AND AGREES THAT, forecastsEXCEPT TO THE EXTENT SET FORTH IN THIS SECTION 5, plans and financial projections (“Forward-Looking Statements”), but that none of Seller, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Buyer is not relying thereon. Buyer acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statements, and (b) it is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements)BUYER IS MAKING NO OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT; PROVIDED THAT THE FOREGOING SHALL IN NO EVENT BE DEEMED TO EXCLUDE LIABILITY FOR FRAUD.