Common use of No Other Representations or Warranties Clause in Contracts

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 4, THE SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANY.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement(A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF THIS AGREEMENT, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY NONE OF THE FOREGOINGAPL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 4NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE SELLER IS MAKING NO REPRESENTATIONS ATLAS GROUP OR WARRANTIESANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF ANY NATURE WHATSOEVER RELATING TO THE COMPANYAPL GROUP, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION PERSON (INCLUDING ANY ENVIRONMENTAL CONDITIONOPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), MERCHANTABILITYIN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, PERFORMANCETHE LMM AGREEMENT, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS)HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO ANY PROJECTIONSTHE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, ESTIMATESTHE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (PAST, PRESENT OR ANY COMPONENT THEREOF) OF THE COMPANYFUTURE.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementEXCEPT FOR SELLER’S COVENANTS, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT REPRESENTATIONS AND WARRANTIES AS SPECIFICALLY EXPRESSLY SET FORTH IN THIS ARTICLE 4AGREEMENT AND/OR IN ANY OF THE DOCUMENTS TO BE EXECUTED AND DELIVERED BY SELLER AS OF THE CLOSE OF ESCROW (COLLECTIVELY, THE “SELLER’S CLOSING DOCUMENTS”), BUYER ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT SELLER HAS NOT MADE AND IS MAKING NO REPRESENTATIONS NOT NOW MAKING, AND SELLER SPECIFICALLY DISCLAIMS, ANY AND ALL, REPRESENTATIONS, WARRANTIES OR WARRANTIESGUARANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES, REPRESENTATIONS OR GUARANTIES AS TO (I) MATTERS OF ANY NATURE WHATSOEVER TITLE, (II) ENVIRONMENTAL MATTERS RELATING TO THE COMPANYPROPERTY OR ANY PORTION THEREOF (INCLUDING, WITHOUT LIMITATION, THE COMPANY ASSETS EXISTENCE OF MOLD, WATER DAMAGE, FUNGI, BACTERIA AND/OR OTHER BIOLOGICAL GROWTH OR BIOLOGICAL GROWTH FACTORS), (III) GEOLOGICAL CONDITIONS, INCLUDING, WITHOUT LIMITATION, SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATER RESERVOIRS, LIMITATIONS REGARDING THE WITHDRAWAL OF WATER AND EARTHQUAKE FAULTS AND THE RESULTING DAMAGE OF PAST AND/OR FUTURE EARTHQUAKES, (IV) WHETHER, AND TO THE EXTENT TO WHICH, THE PROPERTY OR ANY PORTION THEREOF IS AFFECTED BY ANY STREAM (SURFACE OR UNDERGROUND), BODY OF WATER, FLOOD PRONE AREA, FLOOD PLAIN, FLOODWAY OR SPECIAL FLOOD HAZARD, (V) DRAINAGE, (VI) SOIL CONDITIONS, INCLUDING THE EXISTENCE OF INSTABILITY, PAST SOIL REPAIRS, SOIL ADDITIONS OR CONDITIONS OF SOIL FILL, OR SUSCEPTIBILITY TO LANDSLIDES, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SUFFICIENCY OF ANY UNDERSHORING, (VII) ZONING TO WHICH THE PROPERTY OR ANY PORTION THEREOF MAY BE SUBJECT, (VIII) THE AVAILABILITY OF UTILITIES TO THE PROPERTY OR ANY PORTION THEREOF INCLUDING, WITHOUT LIMITATION, WATER, SEWER, GAS, TELEPHONE AND ELECTRICITY, (IX) USAGES OF ADJOINING PROPERTY, (X) ACCESS TO THE PROPERTY OR ANY PORTION THEREOF, (XI) THE VALUE, COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, SIZE, LOCATION, AGE, USE, DESIGN, QUALITY, DESCRIPTIONS, SUITABILITY, STRUCTURAL INTEGRITY, OPERATION, TITLE TO, OR PHYSICAL OR FINANCIAL CONDITION OF THE PROPERTY OR ANY PORTION THEREOF, (XII) INCOME, EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RESTRICTIONS, RIGHTS OR CLAIMS ON OR AFFECTING OR PERTAINING TO THE PROPERTY OR ANY PART THEREOF, (XIII) THE PRESENCE OF HAZARDOUS MATERIALS (AS DEFINED BELOW) IN OR ON, UNDER OR IN THE VICINITY OF THE PROPERTY, (XIV) THE CONDITION OR USE OF THE PROPERTY OR COMPLIANCE OF THE PROPERTY WITH ANY OR ALL PAST, PRESENT OR FUTURE FEDERAL, STATE OR LOCAL ORDINANCES, RULES, REGULATIONS OR LAWS, BUILDING, FIRE OR ZONING ORDINANCES, CODES OR OTHER TRANSACTION AGREEMENTSSIMILAR LAWS OR COVENANTS, INCLUDING WITHOUT LIMITATION RENT CONTROL AND AFFORDABLE HOUSING PROVISIONS, (XV) THE EXISTENCE OR NON-EXISTENCE OF UNDERGROUND STORAGE TANKS, (XVI) ANY IMPLIED WARRANTY AS OTHER MATTER AFFECTING THE STABILITY OR INTEGRITY OF THE PROPERTY OR ANY PORTION THEREOF, (XVII) THE POTENTIAL FOR FURTHER DEVELOPMENT OF THE PROPERTY, (XVIII) THE STATUS OF THE CONVERSION OF THE PROPERTY TO TITLECONDOMINIUM FORM OF OWNERSHIP, CONDITION (INCLUDING XIX) THE EXISTENCE OR NONEXISTENCE OF VESTED LAND USE, ZONING OR BUILDING ENTITLEMENTS AFFECTING THE PROPERTY, (XX) THE MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THE PROPERTY FOR ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS PARTICULAR PURPOSE (BOTH GENERALLY AND BUYER HEREBY AFFIRMING THAT BUYER HAS NOT RELIED ON SELLER’S SKILL OR JUDGMENT TO SELECT OR FURNISH THE PROPERTY FOR ANY PARTICULAR PURPOSE, AND THAT SELLER MAKES NO WARRANTY THAT THE PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE, INCLUDING CONDOMINIUM OWNERSHIP), (XXI) TAX CONSEQUENCES (INCLUDING, BUT NOT LIMITED TO, THE AMOUNT, USE OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMSPROVISIONS RELATING TO ANY TAX CREDITS), OR WITH RESPECT TO (XXII) ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYOTHER MATTERS CONTEMPLATED TO BE INSPECTED OR INVESTIGATED BY IT, INCLUDING WITHOUT LIMITATION THOSE MATTERS THAT ARE DESCRIBED IN SECTION 8.5, BELOW.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 3 (AS MODIFIED BY THE NBCU DISCLOSURE LETTER) AND IN THE OTHER TRANSACTION AGREEMENTS, NEITHER NBCU NOR ANY OTHER PERSON (EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF GE CONTAINED IN ARTICLE 4) MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT THE NBCU TRANSFERORS, THE SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANYNBCU ASSETS, THE COMPANY ASSETS NBCU ENTITIES, THE NBCU BUSINESSES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE ASSUMED NBCU LIABILITIES AND ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AND NBCU AND GE DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY NBCU, GE OR THEIR RESPECTIVE AFFILIATES, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES. EXCEPT AS SET FORTH IN THIS AGREEMENT AND OR IN THE OTHER TRANSACTION ANCILLARY AGREEMENTS, INCLUDING NBCU AND GE HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY IMPLIED WARRANTY AS REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO TITLECOMCAST, CONDITION NEWCO OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING ANY ENVIRONMENTAL CONDITION)OPINION, MERCHANTABILITYINFORMATION, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS)PROJECTION, OR WITH RESPECT ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO COMCAST OR NEWCO BY ANY PROJECTIONSDIRECTOR, ESTIMATESOFFICER, EMPLOYEE, AGENT, CONSULTANT, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS REPRESENTATIVE OF OPERATIONS (NBCU OR ANY COMPONENT THEREOFOF ITS AFFILIATES), FUTURE CASH FLOWS, . NBCU AND GE MAKE NO REPRESENTATIONS OR FUTURE FINANCIAL CONDITION (WARRANTIES REGARDING THE PROBABLE SUCCESS OR ANY COMPONENT THEREOF) PROFITABILITY OF THE COMPANYNBCU BUSINESSES, THE NBCU ENTITIES OR THE NBCU ASSETS.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 45 (AS MODIFIED BY THE COMCAST DISCLOSURE LETTER) AND IN THE OTHER TRANSACTION AGREEMENTS, NEITHER COMCAST NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO COMCAST OR THE OTHER COMCAST TRANSFERORS, THE SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANYCOMCAST ASSETS, THE COMPANY ASSETS CONTRIBUTED COMCAST SUBSIDIARIES, THE CONTRIBUTED COMCAST BUSINESSES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE ASSUMED COMCAST LIABILITIES AND ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AND COMCAST DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY COMCAST OR ITS AFFILIATES, OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES. EXCEPT AS SET FORTH IN THIS AGREEMENT AND OR IN THE OTHER TRANSACTION ANCILLARY AGREEMENTS, INCLUDING COMCAST HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY IMPLIED WARRANTY AS REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO TITLETHE PARTIES HERETO, CONDITION NEWCO OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING ANY ENVIRONMENTAL CONDITION)OPINION, MERCHANTABILITYINFORMATION, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS)PROJECTION, OR WITH RESPECT ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ANY PROJECTIONSOTHER PARTIES HERETO BY ANY DIRECTOR, ESTIMATESOFFICER, EMPLOYEE, AGENT, CONSULTANT, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS REPRESENTATIVE OF OPERATIONS (COMCAST OR ANY COMPONENT THEREOFOF ITS AFFILIATES), FUTURE CASH FLOWS, . COMCAST MAKES NO REPRESENTATIONS OR FUTURE FINANCIAL CONDITION (WARRANTIES REGARDING THE PROBABLE SUCCESS OR ANY COMPONENT THEREOF) PROFITABILITY OF THE COMPANYCONTRIBUTED COMCAST BUSINESSES, THE COMCAST ASSETS OR THE CONTRIBUTED COMCAST SUBSIDIARIES.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE 4Article IV (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULES), NEITHER SELLER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED (BY STATUTE OR OTHERWISE), REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER, THE SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIESPURCHASED ASSETS, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AGREEMENT, THE ASSUMED LIABILITIES AND ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AND SELLER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY SELLER OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, AND WITHOUT LIMITING THE OTHER TRANSACTION EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH HEREIN (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULES), IT IS THE EXPLICIT INTENT AND UNDERSTANDING OF EACH PARTY HERETO THAT PURCHASER TAKES THE PURCHASED ASSETS “AS IS,” “WHERE IS” AND “WITH ALL KNOWN AND UNKNOWN FAULTS.” EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS Article IV (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULES) OR IN THE ANCILLARY AGREEMENTS, INCLUDING SELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY IMPLIED WARRANTY AS REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO TITLE, CONDITION PURCHASER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY ENVIRONMENTAL CONDITION)OPINION, MERCHANTABILITYINFORMATION, PERFORMANCEPROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PURCHASER BY ANY DIRECTOR, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OFFICER, EMPLOYEE, AGENT, CONSULTANT OR OTHERWISE (WHICH WARRANTIES THE REPRESENTATIVE OF SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOFOF ITS AFFILIATES), FUTURE CASH FLOWS, . SELLER MAKES NO REPRESENTATIONS OR FUTURE FINANCIAL CONDITION (WARRANTIES TO PURCHASER REGARDING THE PROBABLE SUCCESS OR ANY COMPONENT THEREOF) PROFITABILITY OF THE COMPANYPURCHASED ASSETS OR THE PRODUCT.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writinga) to the Buyer or its representatives THE COMPANY ACKNOWLEDGES AND AGREES THAT (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, i) EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 4II, THE SELLER IS MAKING NO REPRESENTATIONS NEITHER BREITLING NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTIESWARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY IN RESPECT OF BREITLING, AND ANY NATURE WHATSOEVER RELATING SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED, AND (ii) THE COMPANY SHALL ONLY BE ENTITLED TO RELY UPON THE REPRESENTATIONS AND WARRANTIES THAT ARE CONTAINED IN ARTICLE II OF THIS AGREEMENT. IN CONNECTION WITH THE COMPANY’S INVESTIGATION OF BREITLING AND ITS BUSINESSES AND OPERATIONS, THE COMPANY ASSETS AND ITS REPRESENTATIVES HAVE RECEIVED FROM BREITLING OR ITS REPRESENTATIVES CERTAIN PROJECTIONS AND OTHER FORECASTS FOR BREITLING AND CERTAIN ESTIMATES, PLANS AND BUDGET INFORMATION. THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT COMPANY ACKNOWLEDGES AND THE OTHER TRANSACTION AGREEMENTSAGREES THAT THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONSFORECASTS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE PLANS AND BUDGETS; THAT THE COMPANY IS FULLY RESPONSIBLE FOR MAKING ITS OWN EVALUATION OF BREITLING INCLUDING AS TO THE BUYER RELATING ADEQUACY AND ACCURACY OF ALL ESTIMATES, PROJECTIONS, FORECASTS, PLANS AND BUDGETS SO FURNISHED TO FUTURE FINANCIAL RESERVESTHEM OR THEIR REPRESENTATIVES, FUTURE REVENUESAND THAT BREITLING DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING SUCH ESTIMATES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF)PROJECTIONS, FUTURE CASH FLOWSFORECASTS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYPLANS AND BUDGETS.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY OF PARTIES HERETO AGREE THAT EXCEPT FOR THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 4AGREEMENT AND IN THE LEASE AGREEMENTS, THE SELLER IS MAKING PARENT MAKES NO REPRESENTATIONS REPRESENTATION OR WARRANTIESWARRANTY, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING WRITTEN OR ORAL, AND PARENT HEREBY DISCLAIMS TO THE COMPANYMAXIMUM EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE), WHETHER BY PARENT, THE COMPANY ASSETS OTHER SELLERS, THE TRANSFERRED COMPANIES, THE NON-CONTROLLED COMPANIES, THEIR AFFILIATES OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO THE TRANSFERRED COMPANIES, THE NON-CONTROLLED COMPANIES, THE BUSINESS, THE SHARES, THE MINORITY INTERESTS, THE BUSINESS ASSETS, THE LIABILITIES OF THE BUSINESS OR THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND HEREBY OR THEREBY OR ANY OTHER MATTER WHATSOEVER, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER, ANY AFFILIATE OF BUYER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER TRANSACTION AGREEMENTS, INCLUDING PERSON OF ANY IMPLIED WARRANTY AS TO TITLE, CONDITION DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY ENVIRONMENTAL CONDITION)PROJECTIONS OR DUE DILIGENCE REPORTS) BY PARENT, MERCHANTABILITYTHE OTHER SELLERS, PERFORMANCETHE TRANSFERRED COMPANIES, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS)NON-CONTROLLED COMPANIES, OR ANY OF THEIR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, ONE OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) MORE OF THE COMPANYFOREGOING. NOTHING HEREIN SHALL LIMIT THE LIABILITY OF ANY PARTY FOR FRAUD.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 3 AND SECTION 4 AND THE SELLER COMPLIANCE CERTIFICATE, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationNONE OF THE COMPANY, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates)THE SELLER OR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY ON BEHALF OF THE COMPANY OR THE SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH IN THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 4SECTION 3 AND SECTION 4 AND THE SELLER COMPLIANCE CERTIFICATE, THE SELLER IS MAKING AND THE COMPANY MAKE NO REPRESENTATIONS REPRESENTATION OR WARRANTIESWARRANTY WHATSOEVER, EXPRESS OR IMPLIED, REGARDING THE ASSETS, PROPERTIES, BUSINESS OR BUSINESS PROSPECTS OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. SUBJECT TO THE REPRESENTATIONS AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 3 AND SECTION 4 AND THE SELLER HEREBY EXPRESSLY DISCLAIMS)COMPLIANCE CERTIFICATE, OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVESHEREBY ACKNOWLEDGES AND AGREES THAT THE BUYER IS PURCHASING THE SHARES AND ACQUIRING THE COMPANY ON AN “AS-IS, FUTURE REVENUESWHERE-IS” BASIS, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) IN RELIANCE ON ONLY THOSE REPRESENTATIONS AND WARRANTIES OF THE COMPANYCOMPANY AND THE SELLER EXPRESSLY SET FORTH IN THIS SECTION 3 AND SECTION 4 AND THE SELLER COMPLIANCE CERTIFICATE.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE 4III (AS QUALIFIED BY THE RESPECTIVE SCHEDULES HERETO) AND IN THE ANCILLARY AGREEMENTS, NEITHER SELLER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, INCLUDING WITH RESPECT TO ANY PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF SELLER OR ANY OF ITS AFFILIATES) WITH RESPECT TO SELLER, THE SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANYPURCHASED ASSETS, THE COMPANY ASSETS BUSINESS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND OR THE OTHER TRANSACTION ANCILLARY AGREEMENTS, INCLUDING THE ASSUMED LIABILITIES AND ANY IMPLIED WARRANTY AS OTHER RIGHTS OR OBLIGATIONS TO TITLEBE TRANSFERRED HEREUNDER OR PURSUANT HERETO, CONDITION (INCLUDING AND SELLER DISCLAIMS ANY ENVIRONMENTAL CONDITION)OTHER REPRESENTATIONS OR WARRANTIES, MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE WHETHER MADE BY SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF)OF ITS AFFILIATES, FUTURE CASH FLOWSOFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYREPRESENTATIVES.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementNOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN THIS ARTICLE III AND ANY OTHER REPRESENTATION SET FORTH BY ANY GROUP COMPANY IN ANY OTHER DOCUMENT OR CERTIFICATE EXECUTED OR DELIVERED ON OR AFTER THE DATE HEREOF IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS, warrantyNO GROUP COMPANY OR AFFILIATE THEREOF NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE GROUP COMPANIES OR ANY OTHER PERSON OR THEIR RESPECTIVE BUSINESSES, statementOPERATIONS, or information madeASSETS, communicatedLIABILITIES, or furnished CONDITION (orally or in writingFINANCIAL OR OTHERWISE) to the Buyer or its representatives (including any opinionOR PROSPECTS, informationNOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PARENT, projectionMERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION, or advice that may have been or may be provided to the Buyer by any directorFORECASTS, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING, . EXCEPT AS SPECIFICALLY SET FORTH FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN THIS ARTICLE 4III AND ANY OTHER REPRESENTATION SET FORTH BY ANY GROUP COMPANY IN ANY OTHER DOCUMENT OR CERTIFICATE EXECUTED OR DELIVERED ON OR AFTER THE DATE HEREOF IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS, THE SELLER IS MAKING NO ALL OTHER REPRESENTATIONS OR AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED ARE EXPRESSLY DISCLAIMED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANY.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY AND TO THE EXTENT SET FORTH IN THIS ARTICLE 4AGREEMENT, THE SELLER IS MAKING FIRST AMENDMENT AND APPENDIX A THERETO, AND ANY AND ALL OTHER AGREEMENTS, THE DISCLOSURE LETTER, AND CERTIFICATES, THE PARTNERSHIP, GENERAL PARTNER AND MANAGEMENT COMPANY MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WARRANTIES WHATSOEVER RELATING TO THE COMPANYSUBSCRIBER AND HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, THE COMPANY ASSETS WARRANTY, STATEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTSINFORMATION MADE, INCLUDING ANY IMPLIED WARRANTY AS COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO TITLE, CONDITION SUBSCRIBER OR ITS REPRESENTATIVES (INCLUDING ANY ENVIRONMENTAL OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN (OR MAY BE IN CONNECTION WITH THIS AGREEMENT) PROVIDED TO SUBSCRIBER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE PARTNERSHIP, GENERAL PARTNER AND MANAGEMENT COMPANY OR ANY AFFILIATE THEREOF). THE PARTNERSHIP, GENERAL PARTNER AND MANAGEMENT COMPANY MAKE NO REPRESENTATIONS OR WARRANTIES TO SUBSCRIBER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE PARTNERSHIP. EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, NO REPRESENTATION OR WARRANTY IS MADE BY THE PARTNERSHIP, GENERAL PARTNER AND MANAGEMENT COMPANY TO THE SUBSCRIBER AS TO THE CONDITION), MERCHANTABILITY, PERFORMANCE, MERCHANTABILITY OR FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) PURPOSE OF ANY ASSETS OF THE PARTNERSHIP, AND THE PARTNERSHIP AND GENERAL PARTNER ARE NOT MAKING ANY REPRESENTATIONS OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR OF ANY KIND WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, PROJECTIONS OR BUDGETS FORECASTS HERETOFORE DELIVERED TO OR MADE AVAILABLE TO THE BUYER SUBSCRIBER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYPARTNERSHIP.

No Other Representations or Warranties. Except as for the representations and to the extent set forth warranties expressly contained in this Agreement, Agreement (as qualified and supplemented by the Seller makes no representations or warranties whatsoever to Seller’s Disclosure Schedules) and the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives Ancillary Agreements (including any opinioncertificates or other instruments delivered in connection with this Agreement and the Ancillary Agreements), information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative none of the Seller Parties nor any other Person makes any other express or implied representation or warranty on behalf of any of its Affiliates)the Seller Parties relating to the Transferred Entities or the PCB Business. WITHOUT LIMITING THE GENERALITY EACH OF THE FOREGOINGBUYER PARTIES ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 4THE CASE OF FRAUD, THE SELLER IS MAKING NO REPRESENTATIONS PARTIES AND THEIR AFFILIATES WILL NOT HAVE OR WARRANTIES, EXPRESS BE SUBJECT TO ANY LIABILITY OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING INDEMNIFICATION OBLIGATION TO THE COMPANYBUYER PARTIES OR ANY OF THEIR AFFILIATES OR ANY OTHER PERSON RESULTING FROM THE MAKING AVAILABLE OR FAILING TO MAKE AVAILABLE TO THE BUYER PARTIES OR ANY OF THEIR AFFILIATES, OR ANY USE BY THE COMPANY ASSETS BUYER PARTIES OR ANY OF THEIR AFFILIATES OF, ANY INFORMATION, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIAL MADE AVAILABLE TO THE BUYER PARTIES OR ANY OF THEIR AFFILIATES IN CERTAIN “DATA ROOMS” OR MANAGEMENT PRESENTATIONS IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EXCEPT TO THE EXTENT ANY SUCH INFORMATION IS EXPRESSLY INCLUDED IN A REPRESENTATION OR WARRANTY CONTAINED IN THIS AGREEMENT (AS QUALIFIED OR SUPPLEMENTED BY THE SELLER’S DISCLOSURE SCHEDULES) OR ANY ANCILLARY AGREEMENT (INCLUDING ANY CERTIFICATES OR OTHER INSTRUMENTS DELIVERED IN CONNECTION WITH THIS AGREEMENT AND THE OTHER TRANSACTION ANCILLARY AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANY.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY AND TO THE EXTENT SET FORTH IN THIS ARTICLE 4AGREEMENT, THE SELLER IS MAKING MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WARRANTIES WHATSOEVER RELATING TO THE COMPANYBUYER AND HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, THE COMPANY ASSETS WARRANTY, STATEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTSINFORMATION MADE, INCLUDING COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY IMPLIED WARRANTY AS TO TITLE, CONDITION BUYER PARTY OR THEIR REPRESENTATIVES (INCLUDING ANY ENVIRONMENTAL OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ANY BUYER PARTY BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE SELLER OR ANY AFFILIATE THEREOF). THE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES TO ANY BUYER PARTY REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS. EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, NO REPRESENTATION OR WARRANTY IS MADE BY SELLER TO THE BUYER AS TO THE CONDITION), MERCHANTABILITY, PERFORMANCE, MERCHANTABILITY OR FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) PURPOSE OF ANY ASSETS OF THE BUSINESS OR OTHERWISE (WHICH WARRANTIES THE SUBJECT ENTITIES, AND THE SELLER HEREBY EXPRESSLY DISCLAIMS), IS NOT MAKING ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, BUDGETS OR BUDGETS FORECASTS HERETOFORE DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (THE BUSINESS OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYSUBJECT ENTITIES.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE 4IV (WHICH INCLUDES THE COMPANY DISCLOSURE SCHEDULES), NEITHER THE SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES, COMPANY NOR ANY OTHER PERSON MAKES ANY EXPRESS OR IMPLIEDIMPLIED REPRESENTATION OR WARRANTY ON BEHALF OF THE COMPANY. THE COMPANY HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY CONTAINED IN THIS ARTICLE IV, WHETHER BY THE COMPANY, ANY COMPANY SUBSIDIARY, OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON. THE COMPANY HEREBY DISCLAIMS ANY SUCH OTHER REPRESENTATION OR WARRANTY, WHETHER BY THE COMPANY, ANY COMPANY SUBSIDIARY, OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PARENT, MERGER SUB OR ANY OTHER PERSON OF ANY DOCUMENTATION OR OTHER WRITTEN OR ORAL INFORMATION BY THE COMPANY, ANY COMPANY SUBSIDIARY OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON, AND NEITHER THE COMPANY NOR ANY OTHER PERSON WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO PARENT, MERGER SUB OR ANY OTHER PERSON RESULTING FROM SUCH DELIVERY OR DISCLOSURE, OR PARENT’S OR MERGER SUB’S USE, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS SUCH DOCUMENTATION OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION INFORMATION (INCLUDING ANY ENVIRONMENTAL CONDITION)INFORMATION, MERCHANTABILITYDOCUMENTS, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, FORECASTS OR BUDGETS DELIVERED TO OR OTHER MATERIAL MADE AVAILABLE TO PARENT OR MERGER SUB OR THEIR RESPECTIVE REPRESENTATIVES IN CERTAIN “DATA ROOMS”, MANAGEMENT PRESENTATIONS OR OTHER WRITTEN MATERIALS PROVIDED TO PARENT OR MERGER SUB OR THEIR RESPECTIVE REPRESENTATIVES IN CONNECTION WITH THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOFTRANSACTIONS), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANY.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 4III (AS MODIFIED BY THE DISCLOSURE SCHEDULES) AND IN THE ANCILLARY AGREEMENTS, NEITHER SELLER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER, ITS AFFILIATES, THE SELLER IS MAKING NO REPRESENTATIONS PROBABLE SUCCESS OR WARRANTIES, EXPRESS OR IMPLIED, PROFITABILITY OF ANY NATURE WHATSOEVER RELATING TO THE COMPANYBUSINESS, THE COMPANY ASSETS PURCHASED ASSETS, THE BUSINESS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING THE ASSUMED LIABILITIES OR ANY IMPLIED WARRANTY AS OTHER RIGHTS OR OBLIGATIONS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) BE TRANSFERRED HEREUNDER OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS)PURSUANT HERETO, OR WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO INFORMATION REGARDING ANY OF THE FOREGOING FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS AFFILIATES AND REPRESENTATIVES (INCLUDING ANY MANAGEMENT PRESENTATIONS, WRITTEN OR VERBAL ANSWERS TO ANY QUESTIONS AND ANY INFORMATION, DOCUMENTS OR MATERIAL DELIVERED OR MADE AVAILABLE IN ANY DATA ROOM (VIRTUAL OR OTHERWISE) IN EXPECTATION OF THE BUYER RELATING TO FUTURE FINANCIAL RESERVESTRANSACTIONS CONTEMPLATED BY THIS AGREEMENT), FUTURE REVENUESAND SELLER DISCLAIMS ANY OTHER REPRESENTATIONS, FUTURE RESULTS OF OPERATIONS (WARRANTIES, FORECASTS, PROJECTIONS, STATEMENTS OR INFORMATION, WHETHER MADE BY SELLER OR ANY COMPONENT THEREOF)OF ITS AFFILIATES, FUTURE CASH FLOWSOFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR FUTURE FINANCIAL CONDITION (REPRESENTATIVES. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO PURCHASER’S BUSINESS OR ANY COMPONENT THEREOF) OF THE COMPANYAGREEMENTS OR OTHER RELATIONSHIPS BETWEEN SELLER AND ITS AFFILIATES AND PURCHASER AND ITS AFFILIATES.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationTHE ASSETS ARE BEING PURCHASED AND TRANSFERRED TO BUYER “AS-IS”, warranty“WHERE-IS” AND “WITH ALL FAULTS” AND IN THEIR PRESENT CONDITION, statementAND SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, or information madeEXPRESS OR IMPLIED (INCLUDING, communicatedWITHOUT LIMITATION, or furnished (orally or in writingANY REPRESENTATIONS OR WARRANTIES AS TO MERCHANTABILITY OR THE QUALITY OR FITNESS OF THE ASSETS FOR THEIR INTENDED PURPOSES OR ANY PARTICULAR PURPOSE) to the Buyer or its representatives (including any opinionWITH RESPECT TO SELLER, informationTHE BUSINESS, projectionTHE ASSETS, or advice that may have been or may be provided to the Buyer by any directorTHE RESULTS OF OPERATIONS OR FINANCIAL CONDITION OF THE BUSINESS, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates)AND/OR THE ASSETS OR THE ASSUMED LIABILITIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 4, THE SELLER IS MAKING MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO (a) ANY PROJECTIONS, ESTIMATES, ESTIMATES OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, OF FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, FLOWS OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYBUSINESS, (b) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ANY OTHER INFORMATION OR DOCUMENTS MADE AVAILABLE TO BUYER OR ITS COUNSEL, ACCOUNTANTS OR ADVISORS WITH RESPECT TO THE BUSINESS, THE ASSETS, THE ASSUMED LIABILITIES OR THE CONTRACTS AND AGREEMENTS TO BE TRANSFERRED AND ASSUMED BY THE BUYER HEREUNDER, OR (c) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE CONDITION OF THE ASSETS, INCLUDING WITHOUT LIMITATION, COMPLIANCE WITH ANY LAWS.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writinga) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH FOREGOING IN THIS ARTICLE 48, TRANSFEREE SPECIFICALLY ACKNOWLEDGES AND AGREES THAT (i) EXCEPT AS SET FORTH HEREIN OR IN ANY OTHER DOCUMENT DELIVERED PURSUANT HERETO, THE SELLER PROPERTIES ARE “AS IS, WHERE IS MAKING NO AND WITH ALL FAULTS” AND (ii) EXCEPT AS EXPRESSLY SET FORTH HEREIN AND ANY OTHER DOCUMENT DELIVERED PURSUANT HERETO, AS APPLICABLE, NONE OF TRANSFEREE, ANY OF ITS AFFILIATES OR ANY OTHER PERSON IS RELYING ON ANY REPRESENTATIONS OR WARRANTIESWARRANTIES OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, FROM TRANSFEROR OR ANY DIRECT OR INDIRECT PARTNER, OFFICER, DIRECTOR, TRUSTEE, MEMBER, EMPLOYEE, AFFILIATE, ATTORNEY, AGENT OR BROKER OF TRANSFEROR, AS TO ANY NATURE WHATSOEVER RELATING TO MATTER CONCERNING THE COMPANYPROPERTIES OR SET FORTH, CONTAINED OR ADDRESSED IN ANY DUE DILIGENCE MATERIALS (INCLUDING, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT COMPLETENESS THEREOF), FUTURE CASH FLOWSINCLUDING (A) the quality, OR FUTURE FINANCIAL CONDITION nature, habitability, merchantability, use, operation, value, marketability, adequacy or physical condition of the Properties or any aspect or portion thereof, including, structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities, electrical, mechanical, HVAC, plumbing, sewage, water and utility systems, facilities and appliances, soils, geology and groundwater; (OR ANY COMPONENT THEREOFB) OF THE COMPANYthe dimensions or lot size of the Properties or the square footage of any of the improvements thereon or of any tenant space therein; (C) the development or income potential, or rights of or relating to, the Properties, or the fitness, suitability, value or adequacy of a Property for any particular purpose; (D) the zoning or other legal status of any Property; (E) the compliance of any Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental authority or of any other person or entity (including, the Americans with Disabilities Act of 1990, as amended); (F) the ability of Transferee or any of its affiliates to obtain any necessary governmental approvals, licenses or permits for the use or development of any Property; (G) the presence, absence, condition or compliance of any hazardous substances or waste on, in, under, above or about any Property or any adjoining or neighboring property; (H) the quality of any labor and materials used in any improvements at any Property; or (I) the economics of, or the income and expenses, revenue or expense projections or other financial matters, relating to the operation of, any Property. Without limiting the generality of the foregoing, Transferee expressly acknowledges and agrees that, except as set forth herein or in any other document delivered pursuant hereto, it is not relying on any representation or warranty of Transferor or any direct or indirect partner, member, director, trustee, officer, employee, affiliate, attorney, agent or broker of Transferor, whether implied, presumed or expressly provided, arising by virtue of any statute, regulation or common law right or remedy in favor of any of them.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementNOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING IT IS THE GENERALITY EXPLICIT INTENT OF THE FOREGOINGPARTIES HERETO THAT SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY OR REPRESENTATION AS TO THE VALUE, CONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY OF THE ASSETS OF THE COMPANY), BEYOND THOSE EXPRESSLY GIVEN IN ARTICLE III OF THIS AGREEMENT AND, EXCEPT AS SPECIFICALLY SET FORTH EXPRESSLY PROVIDED IN ARTICLE III OF THIS AGREEMENT AND SUBJECT TO THE TERMS AND CONDITIONS OF ARTICLE 4IX OF THIS AGREEMENT, IT IS UNDERSTOOD THAT BUYER TAKES THE SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO EQUITY AND THE OWNERSHIP IN THE COMPANY, THE COMPANY ASSETS ROLLING MILL ASSETS, THE ASSUMED LIABILITIES, AND THE ROLLING MILL BUSINESS REPRESENTED THEREBY AS IS AND WHERE IS WITH ALL FAULTS AS OF THE EFFECTIVE TIME AND WITH ANY AND ALL DEFECTS. IT IS UNDERSTOOD THAT ANY ESTIMATES, FORECASTS, PROJECTIONS OR OTHER PREDICTIONS AND ANY OTHER INFORMATION OR MATERIALS THAT HAVE BEEN OR SHALL HEREAFTER BE PROVIDED OR MADE AVAILABLE TO BUYER OR ANY OF ITS AFFILIATES OR ITS OR THEIR RESPECTIVE REPRESENTATIVES (INCLUDING THE CONFIDENTIAL INFORMATION PRESENTATION DATED JULY 2020, ANY MATERIALS UPLOADED TO ANY ELECTRONIC DATA ROOM IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTSAGREEMENT, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING DUE DILIGENCE REPORT FROM ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (THIRD PARTY OR ANY COMPONENT THEREOF)PRESENTATION BY SELLER OR MANAGEMENT OF THE ROLLING MILL BUSINESS OR OTHERWISE) ARE NOT, FUTURE CASH FLOWSAND SHALL NOT BE DEEMED TO BE, OR FUTURE FINANCIAL CONDITION (REPRESENTATIONS AND WARRANTIES OF SELLER OR ANY COMPONENT THEREOF) OF THE COMPANYITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS AGREEMENT, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY ASSETS OF THE FOREGOINGTRANSFERRED ENTITIES ARE BEING ACQUIRED BY PURCHASER “AS IS” AND “WHERE IS,” AND NONE OF NEWPARK, EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 4DFI, THE SELLER IS MAKING NO REPRESENTATIONS NEWPARK TEXAS, NOR ANY OF THEIR RESPECTIVE AGENTS, AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, OR WARRANTIESREPRESENTATIVES, NOR ANY OTHER PERSON, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO PURCHASER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, ON BEHALF OF NEWPARK, DFI, NEWPARK TEXAS, OR ANY NATURE WHATSOEVER RELATING TO THE COMPANYAFFILIATE THEREOF, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED AND NEWPARK, DFI, NEWPARK TEXAS, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTSDISCLAIM ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, INCLUDING ANY IMPLIED WARRANTY EXPRESS, IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, AS TO THE LIABILITIES, OPERATIONS OF THE BUSINESS OR THE TRANSFERRED ENTITIES, THE TITLE, CONDITION (INCLUDING CONDITION, VALUE OR QUALITY OF THE ASSETS OF THE TRANSFERRED ENTITIES AND EACH OF NEWPARK, DFI, NEWPARK TEXAS AND THEIR RESPECTIVE AFFILIATES SPECIFICALLY DISCLAIM ANY ENVIRONMENTAL CONDITION), REPRESENTATION OR WARRANTY OF MERCHANTABILITY, PERFORMANCEUSAGE, SUITABILITY OR FITNESS (BOTH GENERALLY AND FOR ANY A PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR PURPOSE WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYASSETS OF THE TRANSFERRED ENTITIES.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV OR THIS ARTICLE V (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULE), warrantyTHE PARENT GUARANTEE, statementTHE LOAN AGREEMENT OR THE PARENT LOAN GUARANTEE, or information madeNEITHER SELLER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER, communicatedTHE BUSINESS, or furnished (orally or in writing) to the Buyer or its representatives (including any opinionTHE SHARES, informationTHE ACQUIRED COMPANIES, projectionOR THE ASSETS AND PROPERTIES OF THE ACQUIRED COMPANIES, or advice that may have been or may be provided to the Buyer by any directorAND SELLER DISCLAIMS ANY OTHER REPRESENTATIONS, officerWARRANTIES, employeeFORECASTS, agentPROJECTIONS, consultantSTATEMENTS OR INFORMATION, or representative of the Seller or any of its Affiliates)WHETHER MADE BY SELLER OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, PRODUCERS OR REPRESENTATIVES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY EXPRESSLY SET FORTH IN ARTICLE IV OR THIS ARTICLE 4V, THE SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANYPARENT GUARANTEE, THE COMPANY ASSETS LOAN AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTSPARENT LOAN GUARANTEE, INCLUDING ANY IMPLIED NO REPRESENTATION OR WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) HAS BEEN OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR IS BEING MADE WITH RESPECT TO ANY PROJECTIONS, ESTIMATESFORECASTS, BUSINESS PLANS, ESTIMATES OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF)OTHER PERSON. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, FUTURE CASH FLOWSNOTHING IN THIS AGREEMENT SHALL PREVENT OR LIMIT AN ACTION BASED UPON, OR FUTURE FINANCIAL CONDITION (RELIEVE ANY PERSON FROM LIABILITY FOR, FRAUD WITH SPECIFIC INTENT TO DECEIVE OR ANY COMPONENT THEREOF) OF MISLEAD A PARTY OR ITS AFFILIATES REGARDING THE COMPANYREPRESENTATIONS, WARRANTIES, AND OTHER AGREEMENTS MADE IN THIS AGREEMENT.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 42 AND IN THE OTHER TRANSACTION DOCUMENTS, THE SELLER IS MAKING NBCUNIVERSAL MAKES NO REPRESENTATIONS OR WARRANTIES, OTHER EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY, THE COMPANY ASSETS NBCUNIVERSAL OR THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS, AND NBCUNIVERSAL DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY NBCUNIVERSAL OR ITS AFFILIATES, OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES. EXCEPT AS SET FORTH IN THIS AGREEMENT AND OR IN THE OTHER TRANSACTION AGREEMENTSDOCUMENTS, INCLUDING NBCUNIVERSAL HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY IMPLIED WARRANTY AS REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO TITLEGE, CONDITION HOLDCO OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING ANY ENVIRONMENTAL CONDITION)OPINION, MERCHANTABILITYINFORMATION, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS)PROJECTION, OR WITH RESPECT ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ANY PROJECTIONSOTHER PARTIES HERETO BY ANY DIRECTOR, ESTIMATESOFFICER, EMPLOYEE, AGENT, CONSULTANT, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS REPRESENTATIVE OF OPERATIONS (NBCUNIVERSAL OR ANY COMPONENT THEREOFOF ITS AFFILIATES), FUTURE CASH FLOWS, . NBCUNIVERSAL MAKES NO REPRESENTATIONS OR FUTURE FINANCIAL CONDITION (WARRANTIES REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF NBCUNIVERSAL OR ANY COMPONENT THEREOF) OF THE COMPANYITS SUBSIDIARIES.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 4II, THE SELLER IS MAKING MAKES NO REPRESENTATIONS REPRESENTATION OR WARRANTIESWARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND SELLER HEREBY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE), WHETHER BY SELLER, THE OTHER ROCKWOOD SELLERS, THE TRANSFERRED COMPANIES, THEIR AFFILIATES OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO THE TRANSFERRED COMPANIES, THE BUSINESS OR THE SHARES, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER, ANY AFFILIATE OF BUYER OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON OF ANY NATURE WHATSOEVER RELATING TO THE COMPANYDOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY PROJECTIONS OR DUE DILIGENCE REPORTS) BY SELLER, THE COMPANY ASSETS OTHER ROCKWOOD SELLERS, THE TRANSFERRED COMPANIES OR ANY OF THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON WITH RESPECT TO ANY ONE OR MORE OF THE TRANSACTIONS CONTEMPLATED BY FOREGOING. BUYER ACKNOWLEDGES THAT IN ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY IT IS NOT RELYING ON ANY INFORMATION OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY THAN THE REPRESENTATIONS AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYSET FORTH IN THIS AGREEMENT.

No Other Representations or Warranties. Except as for representations and to the extent set forth warranties expressly contained in this Agreement, Agreement (as qualified and supplemented by the Seller makes no representations or warranties whatsoever to Seller’s Disclosure Schedules) and the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives Ancillary Agreements (including any opinioncertificates or other instruments delivered in connection with this Agreement and the Ancillary Agreements), information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative none of the Seller Parties or any other Person makes any other express or implied representation or warranty on behalf of its Affiliates)any of the Seller Parties relating to any of the Seller Parties or the Principal Shareholders. WITHOUT LIMITING THE GENERALITY EACH OF THE FOREGOINGBUYER PARTIES ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 4THE CASE OF FRAUD, THE SELLER IS MAKING NO REPRESENTATIONS PARTIES AND THEIR AFFILIATES WILL NOT HAVE OR WARRANTIES, EXPRESS BE SUBJECT TO ANY LIABILITY OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING INDEMNIFICATION OBLIGATION TO THE COMPANYBUYER PARTIES OR ANY OF THEIR AFFILIATES OR ANY OTHER PERSON RESULTING FROM THE MAKING AVAILABLE OR FAILING TO MAKE AVAILABLE TO THE BUYER PARTIES OR ANY OF THEIR AFFILIATES, OR ANY USE BY THE COMPANY ASSETS BUYER PARTIES OR ANY OF THEIR AFFILIATES OF, ANY INFORMATION, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIAL MADE AVAILABLE TO THE BUYER PARTIES OR ANY OF THEIR AFFILIATES IN CERTAIN “DATA ROOMS” OR MANAGEMENT PRESENTATIONS IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EXCEPT TO THE EXTENT ANY SUCH INFORMATION IS EXPRESSLY INCLUDED IN A REPRESENTATION OR WARRANTY CONTAINED IN THIS AGREEMENT (AS QUALIFIED AND SUPPLEMENTED BY THE SELLER’S DISCLOSURE SCHEDULES) OR ANY ANCILLARY AGREEMENT (INCLUDING ANY CERTIFICATES OR OTHER INSTRUMENTS DELIVERED IN CONNECTION WITH THIS AGREEMENT AND THE OTHER TRANSACTION ANCILLARY AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANY.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE 4V (WHICH INCLUDES THE PARENT DISCLOSURE SCHEDULES), THE SELLER IS MAKING NO REPRESENTATIONS NONE OF PARENT, MERGER SUB OR WARRANTIES, ANY OTHER PERSON MAKES ANY EXPRESS OR IMPLIEDIMPLIED REPRESENTATION OR WARRANTY ON BEHALF OF PARENT OR MERGER SUB. EACH OF PARENT AND MERGER SUB HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY CONTAINED IN THIS ARTICLE V, WHETHER BY PARENT, MERGER SUB, ANY OF PARENT’S OTHER SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON. EACH OF PARENT AND MERGER SUB HEREBY DISCLAIMS ANY SUCH OTHER REPRESENTATION OR WARRANTY, WHETHER BY PARENT, MERGER SUB, ANY OF PARENT’S OTHER SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE COMPANY OR ANY OTHER PERSON OF ANY NATURE WHATSOEVER RELATING DOCUMENTATION OR OTHER WRITTEN OR ORAL INFORMATION BY PARENT, MERGER SUB, ANY OF PARENT’S SUBSIDIARIES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON, AND NONE OF PARENT, MERGER SUB OR ANY OTHER PERSON WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO THE COMPANY, THE ANY COMPANY ASSETS SUBSIDIARY OR ANY OTHER PERSON RESULTING FROM SUCH DELIVERY OR DISCLOSURE, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE COMPANY’S OR ANY COMPANY SUBSIDIARY’S USE, OF ANY SUCH DOCUMENTATION OR OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION INFORMATION (INCLUDING ANY ENVIRONMENTAL CONDITION)INFORMATION, MERCHANTABILITYDOCUMENTS, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, FORECASTS OR BUDGETS DELIVERED TO OR OTHER MATERIAL MADE AVAILABLE TO THE BUYER RELATING COMPANY, ANY COMPANY SUBSIDIARY OR THEIR RESPECTIVE REPRESENTATIVES IN CERTAIN “DATA ROOMS”, MANAGEMENT PRESENTATIONS OR OTHER WRITTEN MATERIALS PROVIDED TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANY, ANY COMPANY SUBSIDIARY OR THEIR RESPECTIVE REPRESENTATIVES IN CONNECTION WITH THE TRANSACTIONS).

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY AND TO THE EXTENT SET FORTH IN THIS ARTICLE 4AGREEMENT, THE SELLER IS MAKING FIRST AMENDMENT AND APPENDIX A THERETO, AND ANY AND ALL OTHER AGREEMENTS, THE DISCLOSURE LETTER, AND CERTIFICATES, THE PARTNERSHIP, GENERAL PARTNER AND MANAGEMENT COMPANY MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WARRANTIES WHATSOEVER RELATING TO THE COMPANYSUBSCRIBER AND HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, THE COMPANY ASSETS WARRANTY, STATEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTSINFORMATION MADE, INCLUDING ANY IMPLIED WARRANTY AS COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO TITLE, CONDITION SUBSCRIBER OR ITS REPRESENTATIVES (INCLUDING ANY ENVIRONMENTAL OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN (OR MAY BE IN CONNECTION WITH THIS AGREEMENT) PROVIDED TO SUBSCRIBER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE PARTNERSHIP, GENERAL PARTNER AND MANAGEMENT COMPANY OR ANY AFFILIATE THEREOF). THE PARTNERSHIP, GENERAL PARTNER AND MANAGEMENT COMPANY MAKE NO REPRESENTATIONS OR WARRANTIES TO SUBSCRIBER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE PARTNERSHIP. EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, NO REPRESENTATION OR WARRANTY IS MADE BY THE PARTNERSHIP, GENERAL PARTNER AND MANAGEMENT COMPANY TO THE SUBSCRIBER AS TO THE CONDITION), MERCHANTABILITY, PERFORMANCE, MERCHANTABILITY OR FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) PURPOSE OF ANY ASSETS OF THE PARTNERSHIP, AND THE PARTNERSHIP AND GENERAL PARTNER ARE NOT MAKING ANY REPRESENTATIONS OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR OF ANY KIND WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, PROJECTIONS OR BUDGETS FORECASTS HERETOFORE DELIVERED TO OR MADE AVAILABLE TO THE BUYER SUBSCRIBER RELATING TO FUTURE FINANCIAL RESERVESTHE PARTNERSHIP. NINTH – CONDITIONS OF SUBSCRIBER TO CLOSE: The obligations of the Subscriber under this Agreement, FUTURE REVENUESincluding the obligation to make any Capital Contribution and join in the Limited Partnership Agreement, FUTURE RESULTS OF OPERATIONS shall be subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANY.any of which the Subscriber may waive in writing in whole or any part):

No Other Representations or Warranties. Except as for representations and to the extent set forth warranties expressly contained in this Agreement, Agreement (as qualified or supplemented by the Seller makes no representations or warranties whatsoever to Buyer’s Disclosure Schedules) and the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives Ancillary Agreements (including any opinioncertificates or other instruments delivered in connection with this Agreement and the Ancillary Agreements), information, projection, or advice that may have been or may be provided to none of the Buyer by Parties or any director, officer, employee, agent, consultant, other Person makes any other express or representative implied representation or warranty on behalf of any of the Seller Buyer Parties relating to any of Buyer Ultimate Parent or any of its Controlled Affiliates). WITHOUT LIMITING THE GENERALITY EACH OF THE FOREGOINGSELLER PARTIES ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 4THE CASE OF FRAUD, THE SELLER IS MAKING NO REPRESENTATIONS BUYER PARTIES AND THEIR AFFILIATES WILL NOT HAVE OR WARRANTIES, EXPRESS BE SUBJECT TO ANY LIABILITY OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING INDEMNIFICATION OBLIGATION TO THE COMPANYSELLER PARTIES OR ANY OF THEIR AFFILIATES OR ANY OTHER PERSON RESULTING FROM THE MAKING AVAILABLE OR FAILING TO MAKE AVAILABLE TO THE SELLER PARTIES OR ANY OF THEIR AFFILIATES, OR ANY USE BY THE COMPANY ASSETS SELLER PARTIES OR ANY OF THEIR AFFILIATES OF, ANY INFORMATION, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIAL MADE AVAILABLE TO THE SELLER PARTIES OR ANY OF THEIR AFFILIATES IN CERTAIN “DATA ROOMS” OR MANAGEMENT PRESENTATIONS IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EXCEPT TO THE EXTENT ANY SUCH INFORMATION IS EXPRESSLY INCLUDED IN A REPRESENTATION OR WARRANTY CONTAINED IN THIS AGREEMENT (AS QUALIFIED OR SUPPLEMENTED BY THE BUYER’S DISCLOSURE SCHEDULES) OR ANY ANCILLARY AGREEMENT (INCLUDING ANY CERTIFICATES OR OTHER INSTRUMENTS DELIVERED IN CONNECTION WITH THIS AGREEMENT AND THE OTHER TRANSACTION ANCILLARY AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANY.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE 4IV, NEITHER THE SELLER, THE SELLER IS MAKING NO RETAINED SUBSIDIARIES NOR ANY OF THE ACQUIRED ENTITIES NOR ANY OTHER PERSON MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING WITH RESPECT TO THE COMPANYACQUIRED ENTITIES, THE COMPANY ASSETS ACQUIRED BUSINESS, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTSBUSINESS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLEOPERATIONS, ASSETS, LIABILITIES, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSEFINANCIAL OR OTHERWISE) OR OTHERWISE PROSPECTS OF THE ACQUIRED BUSINESS. BUYER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, (WHICH WARRANTIES THE I) SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS)DISCLAIMS AND NEGATES, AND BUYER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND (II) BUYER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST SELLER, ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO BUYER AND ITS RESPECTIVE REPRESENTATIVES BY OR ON BEHALF OF SELLER. WITHOUT LIMITING THE FOREGOING, SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, FINANCIAL PROJECTION OR BUDGETS DELIVERED TO OR MADE AVAILABLE FORECAST RELATING TO THE BUYER RELATING TO FUTURE BUSINESS, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OR OTHERWISE) OR PROSPECTS OF OPERATIONS (THE ACQUIRED BUSINESS OR ANY COMPONENT SUBSET THEREOF). WITH RESPECT TO ANY PROJECTION OR FORECAST DELIVERED ON BEHALF OF SELLER TO BUYER OR ITS REPRESENTATIVES, FUTURE CASH FLOWSBUYER ACKNOWLEDGES THAT (I) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOFII) BUYER IS FAMILIAR WITH SUCH UNCERTAINTIES, (III) BUYER IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE COMPANYADEQUACY AND ACCURACY OF ALL SUCH PROJECTIONS AND FORECASTS FURNISHED TO IT AND (IV) BUYER SHALL HAVE NO CLAIM AGAINST SELLER, THE RETAINED SUBSIDIARIES, ANY ACQUIRED ENTITY OR THEIR RESPECTIVE AFFILIATES WITH RESPECT THERETO.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 4III OR IN THE OTHER ANCILLARY AGREEMENTS (OR ANY CERTIFICATES DELIVERED BY SELLER TO BUYER IN ACCORDANCE WITH THIS AGREEMENT), BUYER ACKNOWLEDGES AND AGREES THAT NONE OF SELLER OR ANY OTHER PERSON MAKES ANY OTHER EXPRESS, IMPLIED OR STATUTORY REPRESENTATION OR WARRANTY WITH RESPECT TO THE PRODUCTS, THE ASSETS, THE ASSUMED LIABILITIES OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY OR NON INFRINGEMENT, INCLUDING AS TO (A) THE PHYSICAL CONDITION OR USEFULNESS FOR A PARTICULAR PURPOSE OF THE REAL OR TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS, (B) THE USE OF THE ASSETS BY BUYER AFTER THE CLOSING, IN ANY MANNER OTHER THAN AS USED BY SELLER, OR (C) THE PROBABLE SUCCESS OR PROFITABILITY OF THE OWNERSHIP, USE OR OPERATION OF THE ASSETS BY BUYER AFTER THE CLOSING, AND SELLER IS MAKING NO REPRESENTATIONS OR HEREBY EXPRESSLY DISCLAIMS ANY AND ALL SUCH WARRANTIES, EXPRESS WHETHER EXPRESS, IMPLIED OR IMPLIEDSTATUTORY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III (INCLUDING THE DISCLOSURE SCHEDULES) OR IN THE OTHER ANCILLARY AGREEMENTS (OR ANY CERTIFICATE DELIVERED BY SELLER TO BUYER IN ACCORDANCE WITH THIS AGREEMENT), ALL ASSETS ARE CONVEYED ON AN “AS IS” AND “WHERE IS” BASIS. EXCEPT FOR LIABILITIES IN RESPECT OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III (INCLUDING THE DISCLOSURE SCHEDULES) OR IN THE OTHER ANCILLARY AGREEMENTS (OR ANY NATURE WHATSOEVER CERTIFICATES DELIVERED BY SELLER TO BUYER IN ACCORDANCE WITH THIS AGREEMENT), NEITHER SELLER NOR ANY OTHER PERSON WILL HAVE OR BE SUBJECT TO ANY LIABILITY TO BUYER OR ANY OTHER PERSON FOR ANY INFORMATION PROVIDED TO BUYER OR ITS REPRESENTATIVES RELATING TO THE COMPANYPRODUCTS, THE COMPANY ASSETS ASSETS, THE ASSUMED LIABILITIES OR OTHERWISE IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTSANY INFORMATION, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS)DOCUMENT, OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MATERIAL MADE AVAILABLE TO BUYER OR ITS COUNSEL OR OTHER REPRESENTATIVES IN BUYER’S DUE DILIGENCE REVIEW, INCLUDING IN CERTAIN “DATA ROOMS” (ELECTRONIC OR OTHERWISE) OR MANAGEMENT PRESENTATIONS. THE REPRESENTATIONS, WARRANTIES, COVENANTS AND OBLIGATIONS OF BUYER, AND THE RIGHTS AND REMEDIES THAT MAY BE EXERCISED BY BUYER RELATING TO FUTURE FINANCIAL RESERVESSHALL NOT BE LIMITED OR OTHERWISE AFFECTED BY OR AS A RESULT OF ANY INFORMATION FURNISHED TO, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF)INVESTIGATION MADE BY OR KNOWLEDGE OF, FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (BUYER OR ANY COMPONENT THEREOF) OF THE COMPANYITS REPRESENTATIVES.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT (AS MODIFIED BY THE DISCLOSURE SCHEDULES), the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationIN ANY CERTIFICATE DELIVERED BY OR ON BEHALF OF SELLER PURSUANT HERETO AND IN THE ANCILLARY AGREEMENTS, warrantyNEITHER SELLER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY PROBABLE SUCCESS OR PROFITABILITY OF THE FOREGOINGACQUIRED STORES, EXCEPT AS THE PURCHASED ASSETS, THE ACQUIRED STORES OR THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION AGREEMENTS, THE ASSUMED LIABILITIES OR ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AND SELLER DISCLAIMS ANY OTHER REPRESENTATIONS, WARRANTIES, FORECASTS, PROJECTIONS, STATEMENTS OR INFORMATION, WHETHER MADE BY SELLER OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE BUYER’S BUSINESS OR ANY AGREEMENTS OR OTHER RELATIONSHIPS BETWEEN SELLER AND ITS AFFILIATES AND THE BUYER AND ITS AFFILIATES, OTHER THAN WITH RESPECT TO THE ANCILLARY AGREEMENTS. NEITHER SELLER NOR ANY OF ITS AFFILIATES WILL HAVE LIABILITY TO BUYER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO BUYER, OR BUYER’S USE OF ANY INFORMATION PROVIDED TO BUYER OR ANY OF ITS REPRESENTATIVES BY SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIAL MADE AVAILABLE TO BUYER OR ITS REPRESENTATIVES IN ANY “DATA ROOMS” (VIRTUAL OR OTHERWISE), MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBY, OR IN RESPECT OF ANY OTHER MATTER OR THING WHATSOEVER (ELECTRONIC OR OTHERWISE) OR OTHERWISE IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED HEREBY. BUYER ACKNOWLEDGES AND AGREES THAT NO REPRESENTATIVE OR AFFILIATE OF SELLER HAS ANY AUTHORITY, EXPRESS OR IMPLIED, TO MAKE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER TRANSACTION AGREEMENT AND SUBJECT TO THE LIMITED REMEDIES HEREIN PROVIDED. OTHER THAN THE SPECIFIC REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE 4III, IN ANY CERTIFICATE DELIVERED BY OR ON BEHALF OF SELLER PURSUANT HERETO OR IN THE SELLER ANCILLARY AGREEMENTS, BUYER SPECIFICALLY DISCLAIMS THAT IT IS MAKING NO RELYING UPON OR HAS RELIED UPON ANY OTHER REPRESENTATIONS OR WARRANTIESWARRANTIES THAT MAY HAVE BEEN MADE BY ANY PERSON, EXPRESS AND ACKNOWLEDGES AND AGREES THAT SELLER AND ITS AFFILIATES HAVE SPECIFICALLY DISCLAIMED AND DO HEREBY SPECIFICALLY DISCLAIM ANY SUCH OTHER REPRESENTATION OR IMPLIED, WARRANTY MADE BY ANY PERSON. BUYER SPECIFICALLY DISCLAIMS ANY OBLIGATION OR DUTY BY SELLER OR ANY OF ITS AFFILIATES TO MAKE ANY NATURE WHATSOEVER RELATING DISCLOSURES OF FACT NOT REQUIRED TO BE DISCLOSED PURSUANT TO THE COMPANYSPECIFIC REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III, IN ANY CERTIFICATE DELIVERED BY OR ON BEHALF OF SELLER PURSUANT HERETO OR IN THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION ANCILLARY AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANY.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementTHE PURCHASED ASSETS SOLD PURSUANT TO THIS AGREEMENT ARE SOLD, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationCONVEYED, warrantyTRANSFERRED, statementAND ASSIGNED ON AN “AS IS, or information madeWHERE IS” BASIS “WITH ALL FAULTS”, communicated, or furnished NOTWITHSTANDING ANYTHING SET FORTH HEREIN (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT OTHER THAN AS SPECIFICALLY EXPRESSLY SET FORTH IN THIS ARTICLE 4III, AS QUALIFIED BY THE SELLER IS MAKING NO SELLERS DISCLOSURE SCHEDULE AND THE PARENT SEC DISCLOSURES AND BANKRUPTCY COURT FILINGS) OR IN ANY ANCILLARY DOCUMENT (INCLUDING ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT) TO THE CONTRARY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III (AS QUALIFIED BY THE SELLERS DISCLOSURE SCHEDULE AND THE PARENT SEC DISCLOSURES AND BANKRUPTCY COURT FILINGS) OR IN ANY ANCILLARY DOCUMENT (INCLUDING ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT), NONE OF SELLERS, ANY OF THEIR AFFILIATES OR ANY OTHER PERSON ON BEHALF OF SELLERS OR THEIR AFFILIATES MAKES ANY REPRESENTATIONS OR WARRANTIESWARRANTIES (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH WARRANTIES ARE ALSO HEREBY EXPRESSLY DISCLAIMED), TERMS, CONDITIONS, UNDERSTANDINGS OR COLLATERAL ASSIGNMENTS OF ANY NATURE OR KIND, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING BY STATUTE OR OTHERWISE WITH RESPECT TO (A) THE COMPANYPURCHASED ASSETS, THE COMPANY ASSETS ACQUIRED BUSINESS, SELLERS, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS)THEIR RESPECTIVE BUSINESSES, OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATESOTHER INFORMATION PROVIDED, OR BUDGETS DELIVERED MADE AVAILABLE, TO BUYER OR MADE AVAILABLE ITS AFFILIATES OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, ACCOUNTANTS, CONSULTANTS, LEGAL COUNSEL, INVESTMENT BANKERS, ADVISORS, REPRESENTATIVES OR AUTHORIZED AGENTS (COLLECTIVELY, “REPRESENTATIVES”) IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING THE ACCURACY OR COMPLETENESS THEREOF OR (B) THE CONDITION OF ANY REAL PROPERTY OWNED, LEASED OR USED IN THE ACQUIRED BUSINESS OR WITH REGARD TO THE BUYER RELATING USE, EXISTENCE OR RELEASE OF ANY REGULATED SUBSTANCES AT, ON, UNDER OR AROUND ANY REAL PROPERTY OWNED, LEASED OR USED IN THE ACQUIRED BUSINESS. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION SHALL LIMIT OR OTHERWISE IMPAIR IN ANY MANNER BUYER’S RIGHT TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYMAKE A CLAIM FOR ACTUAL FRAUD.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING NOTWITHSTANDING ANYTHING TO THE GENERALITY OF CONTRARY CONTAINED IN THIS AGREEMENT OR THE FOREGOINGANCILLARY AGREEMENTS, EXCEPT AS SPECIFICALLY SET FORTH FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 4VI (AS MODIFIED BY THE BUYER DISCLOSURE SCHEDULE) AND THE LIMITED GUARANTEE, THE SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES, NEITHER BUYER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS IMPLIED REPRESENTATION OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO BUYER OR ANY OTHER INFORMATION PROVIDED TO SELLER UNDER THIS AGREEMENT, AND BUYER DISCLAIMS ANY OTHER REPRESENTATIONS, WARRANTIES, FORECASTS, PROJECTIONS, ESTIMATESSTATEMENTS OR INFORMATION, WHETHER MADE BY BUYER OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR BUDGETS DELIVERED REPRESENTATIVES, WITH RESPECT TO OR MADE AVAILABLE THIS AGREEMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVESCONTRARY, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (NOTHING IN THIS AGREEMENT SHALL PREVENT OR ANY COMPONENT THEREOF), FUTURE CASH FLOWSLIMIT AN ACTION BASED UPON, OR FUTURE FINANCIAL CONDITION (RELIEVE ANY PERSON FROM LIABILITY FOR, FRAUD WITH SPECIFIC INTENT TO DECEIVE OR ANY COMPONENT THEREOF) OF MISLEAD A PARTY OR ITS AFFILIATES REGARDING THE COMPANYREPRESENTATIONS, WARRANTIES, AND OTHER AGREEMENTS MADE IN THIS AGREEMENT.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationTHE ASSETS ARE BEING PURCHASED AND TRANSFERRED TO BUYER “AS-IS”, warranty“WHERE-IS” AND “WITH ALL FAULTS” AND IN THEIR PRESENT CONDITION, statementAND THE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, or information madeEXPRESS OR IMPLIED (INCLUDING, communicatedWITHOUT LIMITATION, or furnished (orally or in writingANY REPRESENTATIONS OR WARRANTIES AS TO MERCHANTABILITY OR THE QUALITY OR FITNESS OF THE ASSETS FOR THEIR INTENDED PURPOSES OR ANY PARTICULAR PURPOSE) to the Buyer or its representatives (including any opinionWITH RESPECT TO THE SELLER, informationTHE BUSINESS, projectionTHE ASSETS, or advice that may have been or may be provided to the Buyer by any directorTHE RESULTS OF OPERATIONS OR FINANCIAL CONDITION OF THE BUSINESS, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates)AND/OR THE ASSETS OR THE ASSUMED LIABILITIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 4, THE SELLER IS MAKING MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO (a) ANY PROJECTIONS, ESTIMATES, ESTIMATES OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, OF FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, FLOWS OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYBUSINESS, (b) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ANY OTHER INFORMATION OR DOCUMENTS MADE AVAILABLE TO THE BUYER OR ITS COUNSEL, ACCOUNTANTS OR ADVISORS WITH RESPECT TO THE BUSINESS, THE ASSETS, THE ASSUMED LIABILITIES OR THE CONTRACTS AND AGREEMENTS TO BE TRANSFERRED AND ASSUMED BY THE BUYER HEREUNDER, OR (c) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE CONDITION OF THE ASSETS, INCLUDING WITHOUT LIMITATION, COMPLIANCE WITH ANY LAWS.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 4, II NONE OF THE SELLER IS MAKING NO REPRESENTATIONS PARTIES, THEIR RESPECTIVE AFFILIATES, OR WARRANTIESANY OF THEIR RESPECTIVE OFFICERS, TRUSTEES, MEMBERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND EACH OF ANY NATURE WHATSOEVER RELATING SELLER AND SELLER PARENT HEREBY DISCLAIMS TO THE COMPANYMAXIMUM EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE COMPANY ASSETS PURCHASED ASSETS, ASSUMED LIABILITIES AND EXCLUDED LIABILITIES, OR THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND HEREBY OR THEREBY, OR ANY OTHER MATTER WHATSOEVER, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER, ANY AFFILIATE OF BUYER, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR ANY OTHER TRANSACTION AGREEMENTS, INCLUDING PERSON OF ANY IMPLIED WARRANTY AS TO TITLE, CONDITION DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSEPROJECTIONS OR DUE DILIGENCE REPORTS) OR OTHERWISE (WHICH WARRANTIES BY THE SELLER HEREBY EXPRESSLY DISCLAIMS)PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, TRUSTEES, MEMBERS, MANAGERS, DIRECTORS, EMPLOYEES, AGENTS, OR REPRESENTATIVES OR ANY OTHER PERSON WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, ONE OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) MORE OF THE COMPANYFOREGOING.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished ITC (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE FOREGOINGITC GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS SPECIFICALLY EXPRESSLY SET FORTH IN THIS ARTICLE 4AGREEMENT, THE SELLER IS MAKING NO REPRESENTATIONS OTHER TRANSACTION AGREEMENTS OR WARRANTIES, EXPRESS ANY OTHER AGREEMENT OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS DOCUMENT CONTEMPLATED BY THIS AGREEMENT AND OR THE OTHER TRANSACTION AGREEMENTS (OR ANY SCHEDULES OR EXHIBITS HERETO OR THERETO), NO PARTY TO THIS AGREEMENT, ANY OTHER TRANSACTION AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT OR THE OTHER TRANSACTION AGREEMENTS, INCLUDING IS REPRESENTING OR WARRANTING IN ANY IMPLIED WARRANTY WAY AS TO TITLETHE ASSETS, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION)BUSINESSES OR LIABILITIES CONTRIBUTED, MERCHANTABILITYTRANSFERRED, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS)DISTRIBUTED, OR ASSUMED, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROJECTIONSACTION OR OTHER ASSET, ESTIMATESINCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR BUDGETS DELIVERED TO OR MADE AVAILABLE AS TO THE BUYER RELATING LEGAL SUFFICIENCY OF ANY CONTRIBUTION, DISTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO FUTURE FINANCIAL RESERVESCONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (DELIVERY AND FILING HEREOF OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANY.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementNOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER IN THIS AGREEMENT, warrantyTHE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE EXHIBITS AND SCHEDULES HERETO AND THE CERTIFICATES DELIVERED PURSUANT HERETO, statementNONE OF SELLER, or information madeUS SELLER, communicatedANY GROUP COMPANY OR AFFILIATE OR REPRESENTATIVE THEREOF OR ANY OTHER PERSON MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WITH RESPECT TO SELLER, or furnished THE GROUP COMPANIES OR ANY OTHER PERSON OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (orally or in writingFINANCIAL OR OTHERWISE) to the Buyer or its representatives (including any opinionOR PROSPECTS, informationNOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON OF ANY DOCUMENTATION, projectionFORECASTS, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 4ABSENT ACTUAL FRAUD. NEITHER SELLER, US SELLER, ANY GROUP COMPANY OR AFFILIATE OR REPRESENTATIVE THEREOF OR ANY OTHER PERSON SHALL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON RESULTING FROM THE SELLER IS MAKING NO REPRESENTATIONS DISTRIBUTION TO PURCHASER OR WARRANTIES, EXPRESS ANY OF ITS AFFILIATES OR IMPLIED, REPRESENTATIVES OR ANY OTHER PERSON OR FROM THE USE BY PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES OR ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) PERSON OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO TO, (A) ANY PROJECTIONS, ESTIMATES, TRENDS OR BUDGETS DELIVERED IN RESPECT OF THE GROUP COMPANIES, THEIR RESPECTIVE BUSINESSES OR THEIR RESPECTIVE INDUSTRIES OR GEOGRAPHIC AREAS IN WHICH ANY OF THEM OPERATE OR (B) ANY MATERIAL, DOCUMENTS OR INFORMATION RELATING TO OR ANY OF THE GROUP COMPANIES MADE AVAILABLE OR DISCLOSED TO PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON IN ANY ELECTRONIC DATA ROOM OR ANY INFORMATION MEMORANDUM, MANAGEMENT PRESENTATION, QUESTION AND ANSWER SESSION OR OTHERWISE, UNLESS AND THEN ONLY TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVESEXTENT THAT ANY SUCH INFORMATION IS EXPRESSLY INCLUDED IN THE SCHEDULES OR EXHIBITS HERETO, FUTURE REVENUESTHE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER IN THIS AGREEMENT, FUTURE RESULTS THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE EXHIBITS AND SCHEDULES HERETO OR THE CERTIFICATES DELIVERED PURSUANT HERETO. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER IN THIS AGREEMENT, THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE EXHIBITS AND SCHEDULES HERETO AND THE CERTIFICATES DELIVERED PURSUANT HERETO, ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES OF OPERATIONS (ANY KIND OR NATURE ARE SPECIFICALLY DISCLAIMED BY SELLER, THE GROUP COMPANIES, ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR AFFILIATE AND REPRESENTATIVE THEREOF AND ANY COMPONENT THEREOF) OF THE COMPANYOTHER PERSON.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementEXCEPT FOR SELLER’S COVENANTS, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT REPRESENTATIONS AND WARRANTIES AS SPECIFICALLY EXPRESSLY SET FORTH IN THIS ARTICLE 4RESTATED AGREEMENT AND/OR IN ANY OF THE DOCUMENTS TO BE EXECUTED AND DELIVERED BY SELLER AS OF THE CLOSE OF ESCROW (COLLECTIVELY, THE “SELLER’S CLOSING DOCUMENTS”), BUYER ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT SELLER HAS NOT MADE AND IS MAKING NO REPRESENTATIONS NOT NOW MAKING, AND SELLER SPECIFICALLY DISCLAIMS, ANY AND ALL, REPRESENTATIONS, WARRANTIES OR WARRANTIESGUARANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES, REPRESENTATIONS OR GUARANTIES AS TO (I) MATTERS OF ANY NATURE WHATSOEVER TITLE, (II) ENVIRONMENTAL MATTERS RELATING TO THE COMPANYPROPERTY OR ANY PORTION THEREOF (INCLUDING, WITHOUT LIMITATION, THE COMPANY ASSETS EXISTENCE OF MOLD, WATER DAMAGE, FUNGI, BACTERIA AND/OR OTHER BIOLOGICAL GROWTH OR BIOLOGICAL GROWTH FACTORS), (III) GEOLOGICAL CONDITIONS, INCLUDING, WITHOUT LIMITATION, SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATER RESERVOIRS, LIMITATIONS REGARDING THE WITHDRAWAL OF WATER AND EARTHQUAKE FAULTS AND THE RESULTING DAMAGE OF PAST AND/OR FUTURE EARTHQUAKES, (IV) WHETHER, AND TO THE EXTENT TO WHICH, THE PROPERTY OR ANY PORTION THEREOF IS AFFECTED BY ANY STREAM (SURFACE OR UNDERGROUND), BODY OF WATER, FLOOD PRONE AREA, FLOOD PLAIN, FLOODWAY OR SPECIAL FLOOD HAZARD, (V) DRAINAGE, (VI) SOIL CONDITIONS, INCLUDING THE EXISTENCE OF INSTABILITY, PAST SOIL REPAIRS, SOIL ADDITIONS OR CONDITIONS OF SOIL FILL, OR SUSCEPTIBILITY TO LANDSLIDES, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SUFFICIENCY OF ANY UNDERSHORING, (VII) ZONING TO WHICH THE PROPERTY OR ANY PORTION THEREOF MAY BE SUBJECT, (VIII) THE AVAILABILITY OF UTILITIES TO THE PROPERTY OR ANY PORTION THEREOF INCLUDING, WITHOUT LIMITATION, WATER, SEWER, GAS, TELEPHONE AND ELECTRICITY, (IX) USAGES OF ADJOINING PROPERTY, (X) ACCESS TO THE PROPERTY OR ANY PORTION THEREOF, (XI) THE VALUE, COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, SIZE, LOCATION, AGE, USE, DESIGN, QUALITY, DESCRIPTIONS, SUITABILITY, STRUCTURAL INTEGRITY, OPERATION, TITLE TO, OR PHYSICAL OR FINANCIAL CONDITION OF THE PROPERTY OR ANY PORTION THEREOF, (XII) INCOME, EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RESTRICTIONS, RIGHTS OR CLAIMS ON OR AFFECTING OR PERTAINING TO THE PROPERTY OR ANY PART THEREOF, (XIII) THE PRESENCE OF HAZARDOUS MATERIALS (AS DEFINED BELOW) IN OR ON, UNDER OR IN THE VICINITY OF THE PROPERTY, (XIV) THE CONDITION OR USE OF THE PROPERTY OR COMPLIANCE OF THE PROPERTY WITH ANY OR ALL PAST, PRESENT OR FUTURE FEDERAL, STATE OR LOCAL ORDINANCES, RULES, REGULATIONS OR LAWS, BUILDING, FIRE OR ZONING ORDINANCES, CODES OR OTHER TRANSACTION AGREEMENTSSIMILAR LAWS OR COVENANTS, INCLUDING WITHOUT LIMITATION RENT CONTROL AND AFFORDABLE HOUSING PROVISIONS, (XV) THE EXISTENCE OR NON-EXISTENCE OF UNDERGROUND STORAGE TANKS, (XVI) ANY IMPLIED WARRANTY AS OTHER MATTER AFFECTING THE STABILITY OR INTEGRITY OF THE PROPERTY OR ANY PORTION THEREOF, (XVII) THE POTENTIAL FOR FURTHER DEVELOPMENT OF THE PROPERTY, (XVIII) THE STATUS OF THE CONVERSION OF THE PROPERTY TO TITLECONDOMINIUM FORM OF OWNERSHIP, CONDITION (INCLUDING XIX) THE EXISTENCE OR NONEXISTENCE OF VESTED LAND USE, ZONING OR BUILDING ENTITLEMENTS AFFECTING THE PROPERTY, (XX) THE MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THE PROPERTY FOR ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS PARTICULAR PURPOSE (BOTH GENERALLY AND BUYER HEREBY AFFIRMING THAT BUYER HAS NOT RELIED ON SELLER’S SKILL OR JUDGMENT TO SELECT OR FURNISH THE PROPERTY FOR ANY PARTICULAR PURPOSE, AND THAT SELLER MAKES NO WARRANTY THAT THE PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE, INCLUDING CONDOMINIUM OWNERSHIP), (XXI) TAX CONSEQUENCES (INCLUDING, BUT NOT LIMITED TO, THE AMOUNT, USE OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMSPROVISIONS RELATING TO ANY TAX CREDITS), OR WITH RESPECT TO (XXII) ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYOTHER MATTERS CONTEMPLATED TO BE INSPECTED OR INVESTIGATED BY IT, INCLUDING WITHOUT LIMITATION THOSE MATTERS THAT ARE DESCRIBED IN SECTION 8.5, BELOW.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE 4IV (GIVING EFFECT TO THE COMPANY DISCLOSURE SCHEDULE AND THE SEC DOCUMENTS), NEITHER THE SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES, COMPANY NOR ANY OTHER PERSON MAKES ANY EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTSSUBSIDIARIES, INCLUDING ANY IMPLIED WARRANTY AS TO TITLETHEIR RESPECTIVE ASSETS, LIABILITIES, PROPERTIES, BUSINESS, OPERATIONS, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS OF ANY OF THEM. THE COMPANY HEREBY DISCLAIMS ANY SUCH OTHER REPRESENTATION OR WARRANTY, WHETHER BY THE COMPANY, ANY COMPANY SUBSIDIARY, ANY OF THEIR RESPECTIVE REPRESENTATIVES OR AFFILIATES, OR ANY OTHER PERSON, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PARENT, MERGER SUB OR ANY OTHER PERSON OF ANY DOCUMENTATION OR OTHER WRITTEN OR ORAL INFORMATION BY THE COMPANY, ANY COMPANY SUBSIDIARY OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON, AND, EXCEPT IN THE CASE OF FRAUD, NEITHER THE COMPANY NOR ANY OTHER PERSON WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO PARENT, MERGER SUB OR ANY OTHER PERSON RESULTING FROM SUCH DELIVERY OR DISCLOSURE, OR PARENT’S OR MERGER SUB’S USE, OF ANY SUCH DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY ENVIRONMENTAL CONDITIONINFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS, BUDGETS, BUSINESS PLANS OR OTHER MATERIAL MADE AVAILABLE TO PARENT OR MERGER SUB IN CERTAIN “DATA ROOMS”, CONFIDENTIAL INFORMATION MEMORANDA (INCLUDING SUPPLEMENTS THERETO), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) MANAGEMENT PRESENTATIONS OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OTHER WRITTEN MATERIALS PROVIDED OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVESPARENT, FUTURE REVENUESMERGER SUB, FUTURE RESULTS ANY OF OPERATIONS (THEIR RESPECTIVE REPRESENTATIVES OR AFFILIATES, OR ANY COMPONENT THEREOFOTHER PERSON IN CONNECTION WITH THE TRANSACTIONS, WHETHER PROVIDED OR MADE AVAILABLE PRIOR TO, ON OR AFTER THE DATE OF THIS AGREEMENT), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANY.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND ANY CERTIFICATES EXECUTED IN CONNECTION HEREWITH, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationNONE OF SELLER, warrantyITS AFFILIATES, statementNOR ANY OTHER PERSON MAKES ANY REPRESENTATIONS OR WARRANTIES, or information madeWRITTEN OR ORAL, communicatedSTATUTORY, or furnished EXPRESS OR IMPLIED, WITH RESPECT TO THE BUSINESS, THE ACQUIRED ASSETS, THE COMPANY, SELLER, ITS SUBSIDIARIES, OR ANY AFFILIATES OF ANY OF THE FOREGOING OR THEIR BUSINESS, OPERATIONS, ASSETS, LIABILITIES, CONDITION (orally or in writingFINANCIAL OR OTHERWISE) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates)OR PROSPECTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY AND TO THE EXTENT SET FORTH IN THIS ARTICLE 4AGREEMENT AND ANY CERTIFICATES EXECUTED IN CONNECTION HEREWITH, THE SELLER NONE OF SELLER, ITS AFFILIATES, NOR ANY OTHER PERSON IS MAKING NO REPRESENTATIONS ANY REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING WARRANTY TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR BUYER WITH RESPECT TO ANY PROJECTIONSFINANCIAL PROJECTION OR FORECAST RELATING TO THE BUSINESS, ESTIMATESOPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS OF THE BUSINESS, THE ACQUIRED ASSETS, THE COMPANY, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) AFFILIATES OF THE COMPANYFOREGOING. THE DISCLOSURE OF ANY MATTER OR ITEM IN THE DISCLOSURE SCHEDULE SHALL NOT BE DEEMED TO CONSTITUTE AN ACKNOWLEDGEMENT THAT ANY SUCH MATTER IS REQUIRED TO BE DISCLOSED.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement(a) NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY ACQUIROR, warrantyMERGERCO1, statementMERGERCO2, or information madeHOLDINGS I, communicatedHOLDINGS II, or furnished ACQUIROR SUB OR OPCO MERGER SUB IN THIS ARTICLE IV, NONE OF ACQUIROR, MERGERCO1, MERGERCO2, HOLDINGS I, HOLDINGS II, OPCO MERGER SUB OR AFFILIATE THEREOF NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ACQUIROR, MERGERCO1, MERGERCO2, HOLDINGS I, HOLDINGS II, ACQUIROR SUB, OPCO MERGER SUB OR ANY OTHER PERSON OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (orally or in writingFINANCIAL OR OTHERWISE) to the Buyer or its representatives (including any opinionOR PROSPECTS, informationNOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION, projectionFORECASTS, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY ACQUIROR, EXCEPT AS SPECIFICALLY SET FORTH MERGERCO1, MERGERCO2, HOLDINGS I, HOLDINGS II, ACQUIROR SUB AND OPCO MERGER SUB IN THIS ARTICLE 4IV, THE SELLER IS MAKING NO ALL OTHER REPRESENTATIONS OR AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANYARE EXPRESSLY DISCLAIMED BY ACQUIROR, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT MERGERCO1, MERGERCO2, HOLDINGS I, HOLDINGS II, ACQUIROR SUB AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANY.OPCO MERGER SUB. 50

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY REPRESENTATIONS AND WARRANTIES OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH STOCKHOLDERS CONTAINED IN THIS ARTICLE 4Article III AND OF THE COMPANY CONTAINED IN Article II (IN EACH CASE, AS MODIFIED BY THE SELLER IS MAKING NO REPRESENTATIONS SCHEDULE OF EXCEPTIONS) OR WARRANTIESIN ANY ANCILLARY DOCUMENTS RELATED TO THIS AGREEMENT, NEITHER THE COMPANY NOR THE STOCKHOLDERS, NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON MAKES OR HAS MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF ANY NATURE WHATSOEVER RELATING TO THE COMPANYCOMPANY OR ITS AFFILIATES, THEIR RESPECTIVE BUSINESSES, THE COMPANY ASSETS STOCKHOLDERS, THE SALE OR ANY OF THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE RELATED AGREEMENTS, AND THE COMPANY AND THE STOCKHOLDERS HEREBY EXPRESSLY DISCLAIM ANY OTHER TRANSACTION AGREEMENTSREPRESENTATIONS OR WARRANTIES, INCLUDING WHETHER MADE BY THE COMPANY, THE STOCKHOLDERS OR ANY IMPLIED WARRANTY OF THEIR RESPECTIVE REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN Article II AND Article III HEREOF (AS MODIFIED BY THE SCHEDULE OF EXCEPTIONS) OR IN ANY ANCILLARY DOCUMENTS RELATED TO TITLETHIS AGREEMENT, CONDITION THE COMPANY AND THE STOCKHOLDERS DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO BLACKBAUD OR ANY OF ITS REPRESENTATIVES (INCLUDING ANY ENVIRONMENTAL CONDITION)OPINION, MERCHANTABILITYINFORMATION, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) PROJECTION OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), ADVICE THAT MAY HAVE BEEN OR WITH RESPECT MAY BE PROVIDED TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (BLACKBAUD OR ANY COMPONENT THEREOF)OF ITS REPRESENTATIVES BY THE COMPANY, FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (ANY STOCKHOLDER OR ANY COMPONENT THEREOF) OF THE COMPANYTHEIR RESPECTIVE REPRESENTATIVES).

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 44 AND IN THE OTHER TRANSACTION DOCUMENTS, THE SELLER IS MAKING COMCAST MAKES NO REPRESENTATIONS OR WARRANTIES, OTHER EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY, THE COMPANY ASSETS COMCAST OR THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS, AND COMCAST DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY COMCAST OR ITS AFFILIATES, OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES. EXCEPT AS SET FORTH IN THIS AGREEMENT AND OR IN THE OTHER TRANSACTION AGREEMENTSDOCUMENTS, INCLUDING COMCAST HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY IMPLIED WARRANTY AS REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO TITLEGE, CONDITION HOLDCO OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING ANY ENVIRONMENTAL CONDITION)OPINION, MERCHANTABILITYINFORMATION, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS)PROJECTION, OR WITH RESPECT ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ANY PROJECTIONSOTHER PARTIES HERETO BY ANY DIRECTOR, ESTIMATESOFFICER, EMPLOYEE, AGENT, CONSULTANT, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS REPRESENTATIVE OF OPERATIONS (COMCAST OR ANY COMPONENT THEREOFOF ITS AFFILIATES). COMCAST MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF COMCAST, FUTURE CASH FLOWSHOLDCO, OR FUTURE FINANCIAL CONDITION (NBCUNIVERSAL OR ANY COMPONENT THEREOF) OF THE COMPANYTHEIR RESPECTIVE SUBSIDIARIES.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY EXPRESSLY SET FORTH HEREIN OR IN THIS ARTICLE 4ANY EXHIBIT ATTACHED HERETO TO THE CONTRARY, IT IS UNDERSTOOD AND AGREED THAT THE SELLER PROPERTY IS MAKING NO BEING SOLD , LEASED AND CONVEYED HEREUNDER “AS IS” WITH ANY AND ALL FAULTS AND LATENT AND PATENT DEFECTS WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY BY CITY. CITY HAS NOT MADE AND DOES NOT HEREBY MAKE AND HEREBY SPECIFICALLY DISCLAIMS (EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY EXHIBIT ATTACHED HERETO) ANY REPRESENTATIONS OR WARRANTIESWARRANTIES OF ANY KIND OR CHARACTER WHATSOEVER, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING WITH RESPECT TO THE COMPANYPROPERTY (OTHER THAN CITY’S SPECIAL WARRANTY OF TITLE CONTAINED IN ANY DEED), THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, ITS CONDITION (INCLUDING WITHOUT LIMITATION ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, REPRESENTATION OR WARRANTY REGARDING SUITABILITY OR FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), ITS COMPLIANCE WITH ENVIRONMENTAL LAWS OR OTHER LAWS, OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY, AND CITY HEREBY DISCLAIMS AND RENOUNCES ANY OTHER REPRESENTATION OR WARRANTY. XXXXXXX ACKNOWLEDGES AND AGREES THAT IT IS ENTERING INTO THIS AGREEMENT WITHOUT RELYING (EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY EXHIBIT ATTACHED HERETO) UPON ANY SUCH REPRESENTATION, WARRANTY, STATEMENT OR OTHER ASSERTION, ORAL OR WRITTEN, MADE BY CITY OR ANY REPRESENTATIVE OF CITY OR ANY OTHER PERSON ACTING OR PURPORTING TO ACT FOR OR ON BEHALF OF CITY WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) PROPERTY BUT RATHER IS RELYING UPON ITS OWN EXAMINATION AND INSPECTION OF THE COMPANYPROPERTY. XXXXXXX REPRESENTS THAT IT IS A KNOWLEDGEABLE PURCHASER OF REAL ESTATE AND THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY EXHIBIT ATTACHED HERETO, IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF ITS CONSULTANTS IN PURCHASING THE PROPERTY. THE TERMS AND CONDITIONS OF THIS SECTION WILL EXPRESSLY SURVIVE THE TAKEDOWNS, NOT MERGE WITH THE PROVISIONS OF ANY TAKEDOWN DOCUMENT AND BE INCORPORATED INTO ANY DEED AND GROUND LEASE(S). XXXXXXX FURTHER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS OF THIS SECTION WERE A MATERIAL FACTOR IN CITY’S DETERMINATION OF THE CONSIDERATION FOR THE TRANSFER OF THE PROPERTY TO XXXXXXX.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 4III (AS QUALIFIED BY THE SCHEDULES) OR THE TRANSACTION DOCUMENTS, NEITHER THE SELLER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE SELLER, THE SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIESSELLER'S AFFILIATES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE TRANSACTION DOCUMENTS, AND THE SELLER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE SELLER, THE SELLER'S AFFILIATES, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III (AS QUALIFIED BY THE SCHEDULES) OR THE TRANSACTION AGREEMENTSDOCUMENTS, INCLUDING THE SELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY IMPLIED WARRANTY AS REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO TITLE, CONDITION THE PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY ENVIRONMENTAL CONDITION)OPINION, MERCHANTABILITYINFORMATION, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) PROJECTION OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), ADVICE THAT MAY HAVE BEEN OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE MAY BE PROVIDED TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (PURCHASER OR ANY COMPONENT THEREOF)OF ITS AFFILIATES BY ANY DIRECTOR, FUTURE CASH FLOWSOFFICER, EMPLOYEE, AGENT, CONSULTANT OR FUTURE FINANCIAL CONDITION (REPRESENTATIVE OF THE SELLER, THE COMPANY OR ANY COMPONENT THEREOF) OF THE COMPANY.THEIR RESPECTIVE AFFILIATES)..

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementMDH, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationON BEHALF OF ITSELF AND ITS AFFILIATES, warrantyINCLUDING THE SPONSOR, statementACKNOWLEDGES AND AGREES THAT, or information madeNOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, communicated(A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY CF OMS OR BLOCKER OWNER, or furnished (orally or in writing) to the Buyer or its representatives (including any opinionAS APPLICABLE, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 4VI OR IN ANY ANCILLARY AGREEMENT, BY THE SELLER IS MAKING NO COMPANY IN ARTICLE IV OR IN ANY ANCILLARY AGREEMENT AND BY BLOCKER IN ARTICLE V OR IN ANY ANCILLARY AGREEMENT, NONE OF CF OMS, BLOCKER OWNER NOR ANY AFFILIATE THEREOF OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO CF OMS OR BLOCKER OWNER, AND (B) NEITHER MDH NOR ANY OF ITS AFFILIATES, INCLUDING THE SPONSOR, RELIED ON ANY REPRESENTATION OR WARRANTY FROM OR ANY OTHER INFORMATION PROVIDED BY CF OMS OR BLOCKER OWNER OR ANY AFFILIATE THEREOF, INCLUDING ANY GROUP COMPANY OR BLOCKER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY CF OMS OR BLOCKER OWNER IN THIS ARTICLE VI OR IN ANY ANCILLARY AGREEMENT, BY THE COMPANY IN ARTICLE IV OR IN ANY ANCILLARY AGREEMENT AND BY BLOCKER IN ARTICLE V OR IN ANY ANCILLARY AGREEMENT, ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING ARE EXPRESSLY DISCLAIMED BY CF OMS AND BLOCKER OWNER. NOTWITHSTANDING ANYTHING TO THE COMPANYCONTRARY IN THIS AGREEMENT, THE COMPANY ASSETS NOTHING IN THIS SECTION 6.7 SHALL LIMIT ANY CLAIM OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION CAUSE OF ACTION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSEOR RECOVERY IN CONNECTION THEREWITH) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYFRAUD.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement(a) NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY OR OTHERWISE CONTAINED IN THE XXXXXXXX DISCLOSURE SCHEDULES, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY XXXXXXXX, warrantyPARENTCO, statementMERGER SUB I OR MERGER SUB II IN THIS ARTICLE IV, or information madeNONE OF XXXXXXXX, communicatedPARENTCO, or furnished MERGER SUB I, MERGER SUB II OR ANY AFFILIATE THEREOF NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO XXXXXXXX, PARENTCO, MERGER SUB I, MERGER SUB II OR ANY OTHER PERSON OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (orally or in writingFINANCIAL OR OTHERWISE) to the Buyer or its representatives (including any opinionOR PROSPECTS, informationNOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE COMPANY OR ANY OF ITS AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION, projectionFORECASTS, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY XXXXXXXX, EXCEPT AS SPECIFICALLY SET FORTH PARENTCO, MERGER SUB I AND MERGER SUB II IN THIS ARTICLE 4IV, THE SELLER IS MAKING NO ALL OTHER REPRESENTATIONS OR AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANYARE EXPRESSLY DISCLAIMED BY XXXXXXXX, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT PARENTCO, MERGER SUB I AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYMERGER SUB II.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementEXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationARBIMED WILL WORK TO ENSURE, warrantyTO THE BEST OF OUR ABILITY, statementTHAT THE ARBIMED SOFTWARE WILL BE OPERATIONAL AND SECURE. HOWEVER, or information made, communicated, or furnished ARBIMED MAKES NO REPRESENTATION OR WARRANTY (orally or in writing1) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY THAT CUSTOMERS USE OF THE FOREGOINGARBIMED SOFTWARE WILL BE 100% SECURE, EXCEPT AS SPECIFICALLY SET FORTH TIMELY, UNINTERRUPTED OR ERROR FREE, (2) THAT CUSTOMER WILL BE ABLE TO HAVE ACCESS IN EVERY COUNTRY, ESPECIALLY IN THE ONES WHERE THERE IS INTERNET CENSORSHIP, (3) THAT THE SERVICE WILL ALWAYS MEET CUSTOMER’S SPECIFIC REQUIREMENTS, (4) THAT THE ARBIMED SOFTWARE WILL OPERATE IN COMBINATION WITH OTHER HARDWARE, SOFTWARE, SYSTEMS, OR DATA NOT PROVIDED BY ARBIMED OR (5) ANY STORED CUSTOMER DATA WILL BE ACCURATE OR RELIABLE. THE WARRANTIES STATED IN THIS ARTICLE 4, 5 ARE THE SELLER IS MAKING SOLE AND EXCLUSIVE WARRANTIES OFFERED BY ARBIMED. THERE ARE NO REPRESENTATIONS OTHER WARRANTIES OR WARRANTIESCONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF ANY NATURE WHATSOEVER RELATING TO THE COMPANYMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS STATED IN THIS ARTICLE 5, THE COMPANY ASSETS ARBIMED SOFTWARE IS PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS AND IS FOR COMMERCIAL USE ONLY. FURTHER, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ALL REPRESENTATIONS, AND WARRANTIES, WHETHER ARISING BY OPERATION OF LAW OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTSOTHERWISE, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER ARE HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYEXCLUDED.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE II OR IN ANY ANCILLARY DOCUMENT NONE OF SELLER, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationTHE MINORITY SHAREHOLDERS, warrantyTHE TRANSFERRED COMPANIES, statementTHEIR RESPECTIVE AFFILIATES, or information madeOR ANY OF THEIR RESPECTIVE OFFICERS, communicatedTRUSTEES, or furnished DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND SELLER HEREBY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS ANY SUCH REPRESENTATION OR WARRANTY (orally or in writingINCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE SHARES, THE TRANSFERRED COMPANIES, THE ASSETS OF THE TRANSFERRED COMPANIES, THE LIABILITIES OF THE TRANSFERRED COMPANIES, THE BUSINESS OF THE TRANSFERRED COMPANIES, OR THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR ANY OTHER MATTER WHATSOEVER, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER, ANY AFFILIATE OF BUYER, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR ANY OTHER PERSON OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY PROJECTIONS OR DUE DILIGENCE REPORTS) to the Buyer or its representatives (including any opinionBY SELLER, informationTHE MINORITY SHAREHOLDERS, projectionTHE TRANSFERRED COMPANIES, or advice that may have been or may be provided to the Buyer by any directorOR ANY OF THEIR RESPECTIVE AFFILIATES, officerOFFICERS, employeeTRUSTEES, agentDIRECTORS, consultantEMPLOYEES, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY AGENTS, OR REPRESENTATIVES OR ANY OTHER PERSON WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING, EXCEPT AS SPECIFICALLY . BUYER ACKNOWLEDGES AND AGREES THAT IN ENTERING INTO THIS AGREEMENT AND ANY ANCILLARY DOCUMENTS TO WHICH IT IS A PARTY AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IT IS ONLY RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE 4II OR IN ANY ANCILLARY DOCUMENT. NOTWITHSTANDING THE FOREGOING, THE SELLER IS MAKING NO REPRESENTATIONS NOTHING IN THIS SECTION 2.21 OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY ELSEWHERE IN THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTSLIMITS ANY CLAIM, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND RIGHT OR REMEDY THAT A PERSON MAY HAVE AGAINST ANOTHER PERSON FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYFRAUD.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 4V (AS MODIFIED BY THE PARENT DISCLOSURE SCHEDULES), NEITHER THE SELLER IS MAKING NO PARENT, MERGER SUB NOR ANY OTHER PERSON MAKES, OR HAS BEEN AUTHORIZED BY THE PARENT OR THE MERGER SUB OR ANY OF THEIR AFFILIATES TO MAKE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE PARENT OR MERGER SUB OR THE TRANSACTION, AND THE PARENT AND THE MERGER SUB (ON BEHALF OF THEMSELVES AND THEIR AFFILIATES) DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS WHETHER MADE BY THE PARENT OR IMPLIEDMERGER SUB, ANY AFFILIATE THEREOF OR ANY OF ANY NATURE WHATSOEVER RELATING TO THE COMPANYTHEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES AND IF MADE, SUCH REPRESENTATION OR WARRANTY MAY NOT BE RELIED UPON BY THE COMPANY ASSETS OR ANY OF ITS SUBSIDIARIES OR SELLERS OR ANY OF THEIR AFFILIATES AND REPRESENTATIVES AS HAVING BEEN AUTHORIZED BY PARENT OR MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE V (AS MODIFIED BY THE DISCLOSURE SCHEDULES), PARENT AND MERGER SUB (ON BEHALF OF THEMSELVES AND THEIR AFFILIATES) HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, OPINION, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO SELLERS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING COMPANY OR ANY IMPLIED WARRANTY AS TO TITLE, CONDITION OF ITS SUBSIDIARIES OR THEIR AFFILIATES OR REPRESENTATIVES (INCLUDING ANY ENVIRONMENTAL CONDITION)OPINION, MERCHANTABILITYSTATEMENT, PERFORMANCEMEMORANDUM, FITNESS (BOTH GENERALLY AND FOR PRESENTATION, ADVICE OR INFORMATION THAT MAY HAVE BEEN OR MAY BE PROVIDED TO THEM BY ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS)DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, REPRESENTATIVE OF PARENT OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (MERGER SUB OR ANY COMPONENT THEREOFOF THEIR RESPECTIVE AFFILIATES), FUTURE CASH FLOWS, . THE DISCLOSURE OF ANY MATTER OR FUTURE FINANCIAL CONDITION (OR ITEM IN ANY COMPONENT THEREOF) OF THE COMPANYSCHEDULE SHALL NOT BE DEEMED TO CONSTITUTE AN ACKNOWLEDGMENT THAT ANY SUCH MATTER IS REQUIRED TO BE DISCLOSED.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ANY TRANSACTION AGREEMENT, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV OR THIS ARTICLE V (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULE, warrantyAS SUPPLEMENTED, statementAND THE HLIC SEC REPORTS THAT ARE ON FORM 10-K, or information made10-Q, communicatedOR 8-K AND FILED WITH THE SEC AND PUBLICLY AVAILABLE ON THE INTERNET WEBSITE OF THE SEC AT LEAST TEN (10) BUSINESS DAYS PRIOR TO THE DATE OF THIS AGREEMENT (EXCLUDING ANY DISCLOSURE SET FORTH IN SECTIONS TITLED “RISK FACTORS” OR “FORWARD-LOOKING STATEMENTS” OR IN ANY OTHER SECTION TO THE EXTENT THE DISCLOSURE IN SUCH OTHER SECTION IS A FORWARD-LOOKING STATEMENT OR CAUTIONARY, or furnished (orally or in writing) to the Buyer or its representatives (including any opinionPREDICTIVE OR FORWARD-LOOKING IN NATURE)), informationNEITHER SELLER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER, projectionTHE BUSINESS, or advice that may have been or may be provided to the Buyer by any directorTHE SHARES, officerTHE ACQUIRED COMPANIES, employeeTHE ACQUIRED ASSETS OR THE ASSETS AND PROPERTIES OF THE ACQUIRED COMPANIES, agentAND SELLER DISCLAIMS ANY OTHER REPRESENTATIONS, consultantWARRANTIES, or representative of the Seller or any of its Affiliates)FORECASTS, PROJECTIONS, STATEMENTS OR INFORMATION, WHETHER MADE BY SELLER OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR REPRESENTATIVES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY EXPRESSLY SET FORTH IN ARTICLE IV OR THIS ARTICLE 4V, THE SELLER NO REPRESENTATION OR WARRANTY HAS BEEN OR IS MAKING NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR BEING MADE WITH RESPECT TO ANY PROJECTIONS, ESTIMATESFORECASTS, BUSINESS PLANS, ESTIMATES OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYOTHER PERSON.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 4III (AS MODIFIED BY THE SELLERS DISCLOSURE SCHEDULE), NEITHER SELLERS NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO ANY SELLER, THE SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANYBUSINESS, THE EQUITY INTERESTS, ANY COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AGREEMENT, AND EACH SELLER HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY ANY SELLER, ANY AFFILIATE OF A SELLER OR ANY OF THEIR RESPECTIVE REPRESENTATIVES. EXCEPT FOR THE OTHER TRANSACTION AGREEMENTSREPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III HEREOF (AS MODIFIED BY THE SELLERS DISCLOSURE SCHEDULE), EACH SELLER (I) EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AT COMMON LAW, BY STATUTE, OR OTHERWISE, RELATING TO THE EQUITY INTERESTS, THE BUSINESS, THE COMPANIES OR THE ASSETS OF THE COMPANIES (INCLUDING ANY IMPLIED OR EXPRESSED WARRANTY AS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OF CONFORMITY TO TITLEMODELS OR SAMPLES OF MATERIALS) AND (II) HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, CONDITION WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY ENVIRONMENTAL CONDITION)OPINION, MERCHANTABILITYINFORMATION, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS)PROJECTION, OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, ADVICE THAT MAY HAVE BEEN OR BUDGETS DELIVERED TO OR MAY BE MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVESBY ANY REPRESENTATIVE OF ANY SELLER, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (ANY COMPANY OR ANY COMPONENT THEREOFOF THEIR RESPECTIVE AFFILIATES). EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III (AS MODIFIED BY THE SELLERS DISCLOSURE SCHEDULE), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) THE ASSETS OF THE COMPANYCOMPANIES ARE BEING ACQUIRED ON AN “AS IS” AND “WHERE IS” BASIS.

No Other Representations or Warranties. (a) Except as for the representations and warranties contained in Section 5.1, neither Seller nor any other Person makes any other express or implied representation or warranty on behalf of Seller relating to the extent set forth in this AgreementPurchased Assets or the PR Branch. PURCHASER ACKNOWLEDGES AND AGREES THAT, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT IN THE GENERALITY CASE OF FRAUD OR IN THE CASE OF ANY INDEMNIFICATION RIGHTS THAT MAY BE AVAILABLE TO PURCHASER UNDER ARTICLE VI OF THE FOREGOINGSPA, EXCEPT AS SPECIFICALLY SET FORTH NEITHER SELLER NOR ANY OF ITS AFFILIATES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO PURCHASER OR ANY OF ITS AFFILIATES OR ANY OTHER PERSON RESULTING FROM THE MAKING AVAILABLE OR FAILING TO MAKE AVAILABLE TO PURCHASER OR ANY OF ITS AFFILIATES, OR ANY USE BY PURCHASER OR ANY OF ITS AFFILIATES OF, ANY INFORMATION, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIAL MADE AVAILABLE TO PURCHASER OR ANY OF ITS AFFILIATES IN CERTAIN “DATA ROOMS” OR MANAGEMENT PRESENTATIONS IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS ARTICLE 4PR PURCHASE AGREEMENT. PURCHASER ACKNOWLEDGES AND AGREES THAT IN MAKING ITS DECISION TO ENTER INTO THIS PR PURCHASE AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY, THE SELLER IS MAKING IT HAS RELIED ON NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, BY OR ON BEHALF OF SELLER, OTHER THAN AS EXPRESSLY SET FORTH IN SECTION 5.1; PROVIDED THAT NOTHING IN THIS SENTENCE SHALL AFFECT OR LIMIT ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH CLAIM PURCHASER MAY HAVE IN RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYFRAUD.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementNOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN THIS ARTICLE III, warrantyAS QUALIFIED BY THE ATTACHED DISCLOSURE SCHEDULES, statementNO REPRESENTATION OR WARRANTY IS MADE WITH RESPECT TO THE GROUP COMPANIES OR ANY OTHER PERSON OR THEIR RESPECTIVE BUSINESSES, or information madeOPERATIONS, communicatedASSETS, or furnished LIABILITIES, CONDITION (orally or in writingFINANCIAL OR OTHERWISE) to the Buyer or its representatives (including any opinionOR PROSPECTS, informationNOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE PARENT, projectionTHE MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION, or advice that may have been or may be provided to the Buyer by any directorFORECASTS, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING. THE PARENT WILL ACQUIRE THE GROUP COMPANIES WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT AS SPECIFICALLY SET FORTH OTHERWISE EXPRESSLY REPRESENTED OR WARRANTED BY THE COMPANY IN THIS ARTICLE 4III, AS QUALIFIED BY THE SELLER IS MAKING NO ATTACHED DISCLOSURE SCHEDULES. EXCEPT FOR THE REPRESENTATIONS OR AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN THIS ARTICLE III, AS QUALIFIED BY THE ATTACHED DISCLOSURE SCHEDULES, ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED BY THE COMPANY. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS SECTION 3.23 SHALL NOT LIMIT THE LIABILITY OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, PERSON FOR FRAUD IN CONNECTION WITH ANY BREACH OF ANY REPRESENTATIONS OR WARRANTIES EXPRESSLY MADE BY THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY IN THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANY.ARTICLE III. 25

No Other Representations or Warranties. Except as and EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT (AS MODIFIED BY THE DISCLOSURE SCHEDULES), IN ANY CERTIFICATE DELIVERED BY OR ON BEHALF OF SELLER PURSUANT HERETO AND IN THE ANCILLARY AGREEMENTS, NEITHER SELLER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER, THE PROBABLE SUCCESS OR PROFITABILITY OF THE ACQUIRED STORES, THE PURCHASED ASSETS, THE ACQUIRED STORES OR THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION AGREEMENTS, THE ASSUMED LIABILITIES OR ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AND SELLER DISCLAIMS ANY OTHER REPRESENTATIONS, WARRANTIES, FORECASTS, PROJECTIONS, STATEMENTS OR INFORMATION, WHETHER MADE BY SELLER OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE BUYER’S BUSINESS OR ANY AGREEMENTS OR OTHER RELATIONSHIPS BETWEEN SELLER AND ITS AFFILIATES AND THE BUYER AND ITS AFFILIATES, OTHER THAN WITH RESPECT TO THE ANCILLARY AGREEMENTS. NEITHER SELLER NOR ANY OF ITS AFFILIATES WILL HAVE LIABILITY TO BUYER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO BUYER, OR BUYER’S USE OF ANY INFORMATION PROVIDED TO BUYER OR ANY OF ITS REPRESENTATIVES BY SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, forecasts OR OTHER MATERIAL made available to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer BUYER or its representatives in any “data rooms” (including VIRTUAL OR OTHERWISE), management presentations or in any opinion, information, projectionother form in expectation of, or advice that may have been or may be provided to in connection with, the Buyer by any director, officer, employee, agent, consultantTransactions CONTEMPLATED HEREBY, or representative in respect of any other matter or thing whatsoever (electronic or otherwise) or otherwise in expectation of the Seller or any of its Affiliates)Transactions CONTEMPLATED HEREBY. WITHOUT LIMITING THE GENERALITY BUYER ACKNOWLEDGES AND AGREES THAT NO REPRESENTATIVE OR AFFILIATE OF THE FOREGOINGsELLER HAS ANY AUTHORITY, EXCEPT AS EXPRESS OR IMPLIED, TO MAKE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS NOT SPECIFICALLY SET FORTH IN THIS ARTICLE 4, THE SELLER IS MAKING NO REPRESENTATIONS AGREEMENT OR WARRANTIES, EXPRESS OR IMPLIED, OF IN ANY NATURE WHATSOEVER RELATING OTHER TRANSACTION AGREEMENT AND SUBJECT TO THE COMPANYLIMITED REMEDIES HEREIN PROVIDED. OTHER THAN THE SPECIFIC REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III, IN any certificate delivered by or on behalf of Seller pursuant hereto OR IN THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION ANCILLARY AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLEBUYER specifically disclaims that IT IS relying upon or haS relied upon any other representations or warranties that may have been made by any Person, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY and acknowledgeS and agreeS that SELLER AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE ITS AFFILIATES HAVE specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any Person. BUYER specifically disclaimS any obligation or duty by SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF)OF ITS AFFILIATES to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties expressly set forth in Article III, FUTURE CASH FLOWS, IN any certificate delivered by or on behalf of Seller pursuant hereto OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF IN THE COMPANYANCILLARY AGREEMENTS.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV OR THIS ARTICLE V (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULE), warrantyNEITHER THE SELLER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE SELLER, statementTHE BUSINESS, or information madeTHE SHARES, communicatedTHE COMPANY, or furnished (orally or in writing) to the Buyer or its representatives (including any opinionTHE COMPANY SUBSIDIARY OR THE ASSETS AND PROPERTIES OF THE COMPANY AND THE COMPANY SUBSIDIARY, informationAND THE SELLER DISCLAIMS ANY OTHER REPRESENTATIONS, projectionWARRANTIES, or advice that may have been or may be provided to the Buyer by any directorFORECASTS, officerPROJECTIONS, employeeSTATEMENTS OR INFORMATION, agentWHETHER MADE BY THE SELLER OR ANY OF ITS AFFILIATES, consultantOFFICERS, or representative of the Seller or any of its Affiliates)DIRECTORS, EMPLOYEES OR REPRESENTATIVES, INCLUDING IN ANY CONFIDENTIAL INFORMATION MEMORANDUM, MANAGEMENT PRESENTATIONS OR SIMILAR SOURCES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY EXPRESSLY SET FORTH IN ARTICLE IV OR THIS ARTICLE 4V, THE SELLER NO REPRESENTATION OR WARRANTY HAS BEEN OR IS MAKING NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR BEING MADE WITH RESPECT TO ANY PROJECTIONS, ESTIMATESFORECASTS, BUSINESS PLANS, ESTIMATES OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYOTHER PERSON.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 2.1, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 4, THE SELLER IS MAKING MAKES NO REPRESENTATIONS REPRESENTATION OR WARRANTIESWARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND SELLER HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE), WHETHER BY SELLER, THE COMPANIES, THEIR AFFILIATES OR ANY NATURE WHATSOEVER RELATING OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO THE COMPANY, COMPANIES OR THE COMPANY ASSETS EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER, ANY AFFILIATE OF BUYER OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON OF ANY DOCUMENTATION OR OTHER INFORMATION BY SELLER, THE COMPANIES OR ANY OF THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING. BUYER ACKNOWLEDGES THAT IN ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY IT IS NOT RELYING ON ANY INFORMATION OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY THAN THE REPRESENTATIONS AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYSET FORTH IN SECTION 2.1.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY EXPRESSLY SET FORTH IN THIS ARTICLE 410, THE SELLER IS MAKING PARTIES MAKE NO REPRESENTATIONS OR WARRANTIESWARRANTIES OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTSWARRANTIES, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION)OF QUALITY, MERCHANTABILITY, PERFORMANCEFITNESS FOR A PARTICULAR PURPOSE, FITNESS (BOTH GENERALLY AND FOR OR WARRANTY OF NON-INFRINGEMENT OR AS TO THE VALIDITY OF ANY PATENTS. EACH PARTY HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE RESEARCH, DEVELOPMENT, MANUFACTURE OR COMMERCIALIZATION OF ANY COMPOUND OR PRODUCT, INCLUDING PURSUANT TO THIS AGREEMENT, WILL BE SUCCESSFUL, THAT ANY REGULATORY APPROVAL OR MARKETING APPROVAL WILL BE OBTAINED, OR THAT ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR SALES LEVEL WITH RESPECT TO ANY PROJECTIONSCOMPOUND OR PRODUCT WILL BE ACHIEVED. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ESTIMATESTESARO MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY PRODUCT, COMPONENT OR BUDGETS DELIVERED TO ACTIVE PHARMACEUTICAL INGREDIENT CONTROLLED BY COMPANY OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVESA THIRD PARTY (FOR CLARITY, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS EXCLUDING A COMPOUND (OR ANY COMPONENT THEREOFAS DEFINED IN SECTION 1.30), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYTHAT COMPANY INCORPORATES INTO A COMBINATION PRODUCT.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementBUYER ACKNOWLEDGES AND AGREES THAT (I) SELLER IS THE MERE CUSTODIAN OF, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationAND TOOK NO ADVERSE ACTION REGARDING, warrantyTHE PURCHASED ASSETS DURING THE SELLER CUSTODY PERIOD, statement(II) PRIOR TO THE SELLER ACQUISITION DATE, or information madeCLINICAL DEVELOPMENT OF VEPOLOXAMER AND/OR THE PRODUCT WAS DISCONTINUED AND ALL CLINICAL STUDIES OF VEPOLOXAMER AND/OR THE PRODUCT WERE WOUND DOWN AFTER FAILURE TO ACHIEVE PRIMARY EFFICACY ENDPOINTS, communicated(III) IT HAS MADE ITS OWN INQUIRY AND INVESTIGATION INTO, or furnished AND, BASED THEREON, HAS FORMED AN INDEPENDENT JUDGMENT CONCERNING SELLER, THE PURCHASED ASSETS, THE PRODUCT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE ASSUMED LIABILITIES, AND ANY OTHER ASSETS, RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AND (orally or in writingIV) to the Buyer or its representatives IT HAS BEEN FURNISHED WITH, OR GIVEN ADEQUATE ACCESS TO, SUCH INFORMATION ABOUT SELLER, THE PURCHASED ASSETS, THE PRODUCT, THE ASSUMED LIABILITIES, AND ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AS IT HAS REQUESTED. EXCEPT FOR THE SPECIFIC REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER IN ARTICLE 3 ABOVE, (including any opinionI) BUYER ACKNOWLEDGES AND AGREES THAT (A) SELLER IS NOT MAKING AND HAS NOT MADE ANY REPRESENTATION OR WARRANTY, informationEXPRESSED OR IMPLIED, projectionAT LAW OR IN EQUITY, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY IN RESPECT OF THE FOREGOINGPURCHASED ASSETS, EXCEPT AS SELLER, SELLER’S AFFILIATES, OR ANY OF SELLER’S OR ITS AFFILIATES’ 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, THE PROSPECTS OF THE PURCHASED ASSETS OR THE PRODUCT, THE EFFECTIVENESS OR THE SUCCESS OF ANY OPERATIONS, OR THE ACCURACY OR COMPLETENESS OF ANY CONFIDENTIAL INFORMATION MEMORANDA, DOCUMENTS, PROJECTIONS, MATERIAL OR OTHER INFORMATION (FINANCIAL OR OTHERWISE) REGARDING THE PURCHASED ASSETS OR THE PRODUCT, SELLER OR SELLER’S AFFILIATES FURNISHED TO PURCHASER OR ITS REPRESENTATIVES OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES IN ANY FORM IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBY, OR IN RESPECT OF ANY OTHER MATTER WHATSOEVER, AND (B) NO OFFICER, AGENT, REPRESENTATIVE OR EMPLOYEE OF SELLER OR ANY OF SELLER’S AFFILIATES HAS ANY AUTHORITY, EXPRESS OR IMPLIED, TO MAKE ANY REPRESENTATIONS, WARRANTIES, OR AGREEMENTS NOT SPECIFICALLY SET FORTH IN THIS ARTICLE 4, AGREEMENT AND SUBJECT TO THE SELLER LIMITED REMEDIES HEREIN PROVIDED; (II) BUYER SPECIFICALLY DISCLAIMS THAT IT IS MAKING NO RELYING UPON OR HAS RELIED UPON ANY SUCH OTHER REPRESENTATIONS OR WARRANTIESWARRANTIES THAT MAY HAVE BEEN MADE BY ANY PERSON, EXPRESS AND ACKNOWLEDGES AND AGREES THAT SELLER HAS SPECIFICALLY DISCLAIMED AND DOES HEREBY SPECIFICALLY DISCLAIM ANY SUCH OTHER REPRESENTATION OR IMPLIED, WARRANTY MADE BY ANY PERSON; (III) BUYER SPECIFICALLY DISCLAIMS ANY OBLIGATION OR DUTY BY SELLER TO MAKE ANY DISCLOSURES OF ANY NATURE WHATSOEVER RELATING FACT NOT REQUIRED TO BE DISCLOSED PURSUANT TO THE COMPANY, SPECIFIC REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 3 ABOVE; AND (IV) BUYER IS ACQUIRING THE COMPANY PURCHASED ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTSASSUMED LIABILITIES IN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE SUBJECT ONLY TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYSPECIFIC REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 3 ABOVE.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 4II (AS MODIFIED BY THE DISCLOSURE SCHEDULE, AS SUPPLEMENTED OR AMENDED) AND IN THE SELLER AGREEMENTS, NEITHER ANY SELLER NOR ANY RELATED PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE SELLERS, THE SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANYPURCHASED ASSETS, THE COMPANY ASSETS ASSUMED LIABILITIES, THE BUSINESS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND ANY OTHER ASSETS, RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO. EXCEPT FOR THE OTHER TRANSACTION REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE II (AS MODIFIED BY THE DISCLOSURE SCHEDULE, AS SUPPLEMENTED OR AMENDED) AND IN THE SELLER AGREEMENTS, INCLUDING THE SELLERS HEREBY DISCLAIM ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY OTHER REPRESENTATIONS OR WARRANTIES AND ALL LIABILITY AND RESPONSIBILITY FOR ANY PARTICULAR PURPOSE) REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS)INFORMATION MADE, COMMUNICATED, OR WITH RESPECT FURNISHED (ORALLY OR IN WRITING) TO PURCHASERS OR ANY PROJECTIONS, ESTIMATES, OF THEIR RESPECTIVE AFFILIATES OR BUDGETS DELIVERED TO OR MADE AVAILABLE REPRESENTATIVES. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE BUYER RELATING CONTRARY, THE SELLERS MAKE NO REPRESENTATIONS OR WARRANTIES TO PURCHASERS REGARDING ANY PROJECTIONS OR THE FUTURE FINANCIAL RESERVESOR PROBABLE PROFITABILITY, FUTURE REVENUESSUCCESS, FUTURE RESULTS OF OPPORTUNITIES, RELATIONSHIPS AND OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYBUSINESS OR THE PURCHASED ASSETS.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementTHE HOLDER ACKNOWLEDGES THAT, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 2, warrantyNEITHER THE COMPANY NOR ANY OTHER PERSON HAS MADE, statementAND THE HOLDER HAS NOT RELIED ON, or information madeANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY BY OR ON BEHALF OF THE COMPANY OR ANY THIRD PARTY OR ANY INFORMATION PROVIDED BY THE COMPANY OR ANY OTHER PERSON. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE IN THIS SECTION 3, communicatedNO PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE HOLDER OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE BUSINESSES, or furnished OPERATIONS, ASSETS, LIABILITIES, CONDITION (orally or in writingFINANCIAL OR OTHERWISE) to the Buyer or its representatives (including any opinionOR PROSPECTS, informationNOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE COMPANY OR ANY OF ITS AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION, projectionFORECASTS, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING, . EXCEPT AS SPECIFICALLY SET FORTH FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE IN THIS ARTICLE 4SECTION 3, THE SELLER IS MAKING NO ALL OTHER REPRESENTATIONS OR AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO ARE EXPRESSLY DISCLAIMED BY THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) HOLDER. NONE OF THE COMPANYFOREGOING SHALL LIMIT ANY CLAIM FOR FRAUD.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writinga) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING NOTWITHSTANDING ANYTHING TO THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH CONTRARY CONTAINED IN THIS ARTICLE 4AGREEMENT, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NEITHER SELLER NOR ANY OF ITS RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING NO REPRESENTATIONS ANY REPRESENTATION OR WARRANTIESWARRANTY WHATSOEVER, EXPRESS OR IMPLIED, OF WRITTEN OR ORAL, INCLUDING ANY NATURE WHATSOEVER IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE MEMBERSHIP INTERESTS, THE COMPANY, ITS ASSETS OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, SELLERS MAKE NO REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO (I) ANY FINANCIAL PROJECTIONS, FORECASTS, BUDGETS OR THE ADEQUACY OR FUTURE CAPITAL EXPENDITURES RELATING TO THE COMPANY, (II) THE SIZE OR PRESSURES OF ANY CAVERNS, OPERATIONAL CAPACITIES, CHARACTERISTICS OF THE SALT, OPERATIONS OF THE SALT CAVERNS OR ANY OTHER REPRESENTATIONS OR WARRANTIES RELATING TO THE VIABILITY OF THE FACILITY AS A NATURAL GAS STORAGE FACILITY, (III) EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, ANY POTENTIAL EFFECT ON THE COMPANY ASSETS THAT WOULD NOT BE CONSIDERED A MATERIAL ADVERSE EFFECT OR THE TRANSACTIONS CONTEMPLATED BY (IV) EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTSAGREEMENT, INCLUDING ANY IMPLIED WARRANTY AS TAX MATTERS PERTAINING TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANY.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationTHE ASSETS ARE BEING PURCHASED AND TRANSFERRED TO BUYER “AS-IS”, warranty“WHERE-IS” AND “WITH ALL FAULTS” AND IN THEIR PRESENT CONDITION, statementAND SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, or information madeEXPRESS OR IMPLIED (INCLUDING, communicatedWITHOUT LIMITATION, or furnished (orally or in writingANY REPRESENTATIONS OR WARRANTIES AS TO MERCHANTABILITY OR THE QUALITY OR FITNESS OF THE ASSETS FOR THEIR INTENDED PURPOSES OR ANY PARTICULAR PURPOSE) to the Buyer or its representatives (including any opinionWITH RESPECT TO SELLER, informationTHE BUSINESS, projectionTHE ASSETS, or advice that may have been or may be provided to the Buyer by any directorTHE RESULTS OF OPERATIONS OR FINANCIAL CONDITION OF THE BUSINESS, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates)AND/OR THE ASSETS OR THE ASSUMED LIABILITIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 4, THE SELLER IS MAKING MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO (a) ANY PROJECTIONS, ESTIMATES, ESTIMATES OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, OF FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, FLOWS OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYBUSINESS, (b) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ANY OTHER INFORMATION OR DOCUMENTS MADE AVAILABLE TO BUYER OR ITS COUNSEL, ACCOUNTANTS OR ADVISORS WITH RESPECT TO THE BUSINESS, THE ASSETS, THE ASSUMED LIABILITIES OR THE CONTRACTS AND AGREEMENTS TO BE TRANSFERRED AND ASSUMED BY BUYER HEREUNDER, OR (c) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE CONDITION OF THE ASSETS, INCLUDING WITHOUT LIMITATION, COMPLIANCE WITH ANY LAWS.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementEACH BUYER PARTY, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationON BEHALF OF ITSELF AND ITS AFFILIATES, warrantyINCLUDING THE SPONSOR, statementHEREBY ACKNOWLEDGES AND AGREES THAT, or information madeNOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, communicated(A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE, or furnished SEVERALLY AND NOT JOINTLY, BY EACH BLOCKER IN THIS ARTICLE V OR IN ANY ANCILLARY AGREEMENT AND BY THE COMPANY IN ARTICLE IV OR IN ANY ANCILLARY AGREEMENT, NONE OF THE BLOCKERS, ANY AFFILIATE THEREOF OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE BLOCKERS OR ANY OTHER PERSON OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (orally or in writingFINANCIAL OR OTHERWISE) to the Buyer or its representatives (including any opinionOR PROSPECTS, informationNOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE BUYER PARTIES, projectionTHE SPONSOR OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION, or advice that may have been or may be provided to the Buyer by any directorFORECASTS, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING, AND (B) NONE OF THE BUYER PARTIES NOR THEIR ANY OF THEIR RESPECTIVE AFFILIATES, INCLUDING THE SPONSOR, RELIED ON ANY REPRESENTATION OR WARRANTY FROM OR ANY OTHER INFORMATION PROVIDED BY ANY BLOCKER OR ANY AFFILIATE THEREOF, INCLUDING ANY GROUP COMPANY OR ANY BLOCKER OWNER. EXCEPT AS SPECIFICALLY SET FORTH FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE, SEVERALLY AND NOT JOINTLY, BY EACH BLOCKER IN THIS ARTICLE 4V OR IN ANY ANCILLARY AGREEMENT, THE SELLER IS MAKING NO ALL OTHER REPRESENTATIONS OR AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED BY EACH OF ANY NATURE WHATSOEVER RELATING THE BLOCKERS. NOTWITHSTANDING ANYTHING TO THE COMPANYCONTRARY IN THIS AGREEMENT, THE COMPANY ASSETS NOTHING IN THIS SECTION 5.11 SHALL LIMIT ANY CLAIM OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION CAUSE OF ACTION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSEOR RECOVERY IN CONNECTION THEREWITH) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYFRAUD.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 4III (AS QUALIFIED BY THE SCHEDULES) OR THE ANCILLARY AGREEMENTS, NEITHER THE SELLER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE SELLER, THE SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIESSELLER’S AFFILIATES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, AND THE SELLER DISCLAIMS ANY OTHER TRANSACTION REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE SELLER, THE SELLER’S AFFILIATES, THE COMPANY, ITS SUBSIDIARIES OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III HEREOF (AS QUALIFIED BY THE SCHEDULES) OR THE ANCILLARY AGREEMENTS, INCLUDING THE SELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY IMPLIED WARRANTY AS REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO TITLE, CONDITION THE PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY ENVIRONMENTAL CONDITION)OPINION, MERCHANTABILITYINFORMATION, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS)PROJECTION, OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, ADVICE THAT MAY HAVE BEEN OR BUDGETS DELIVERED TO OR MADE AVAILABLE MAY BE PROVIDED TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (PURCHASER OR ANY COMPONENT THEREOF)OF ITS AFFILIATES BY ANY DIRECTOR, FUTURE CASH FLOWSOFFICER, EMPLOYEE, AGENT, CONSULTANT OR FUTURE FINANCIAL CONDITION (REPRESENTATIVE OF THE SELLER, THE COMPANY, ITS SUBSIDIARIES OR ANY COMPONENT THEREOF) OF THE COMPANYTHEIR RESPECTIVE AFFILIATES).

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writinga) to the Buyer or its representatives NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE: (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING i) THE GENERALITY REPRESENTATIONS AND WARRANTIES OF THE FOREGOING, EXCEPT AS SPECIFICALLY COMPANY EXPRESSLY SET FORTH IN SECTION 4 AND IN THE CERTIFICATE DELIVERED PURSUANT TO SECTION 9.5(a) ARE AND SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES TO PARENT AND MERGER SUB IN CONNECTION WITH THIS ARTICLE 4AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND (ii) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES REFERRED TO IN THE PRECEDING CLAUSE (i), NONE OF THE SELLER COMPANY OR ITS SUBSIDIARIES OR ANY OTHER NON-PARTY HAS MADE OR IS MAKING NO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE BUSINESS OR THE ASSETS OF THE ACQUIRED COMPANIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE, EXCEPT FOR THE REPRESENTATIONS OR AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 4 AND IN THE CERTIFICATE DELIVERED PURSUANT TO SECTION 9.5(a), ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OF ANY NATURE WHATSOEVER RELATING NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE COMPANYMERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE COMPANY ASSETS BUSINESS OR THE TRANSACTIONS CONTEMPLATED BY ASSETS OF THE ACQUIRED COMPANIES, ARE HEREBY EXPRESSLY DISCLAIMED. PARENT AND MERGER SUB REPRESENT, WARRANT, COVENANT AND AGREE, ON BEHALF OF THEMSELVES AND THEIR RESPECTIVE AFFILIATES, THAT IN DETERMINING TO ENTER INTO AND CONSUMMATE THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, THEY ARE NOT RELYING UPON ANY REPRESENTATION OR WARRANTY MADE OR PURPORTEDLY MADE BY OR ON BEHALF OF ANY PERSON, OTHER TRANSACTION AGREEMENTSTHAN THOSE EXPRESSLY MADE BY THE COMPANY AS SET FORTH IN SECTION 4 AND IN THE CERTIFICATE DELIVERED PURSUANT TO SECTION 9.5(a), INCLUDING AND THAT PARENT SHALL ACQUIRE THE ACQUIRED COMPANIES AND THEIR RESPECTIVE ASSETS WITHOUT ANY IMPLIED REPRESENTATION OR WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, MERCHANTABILITY OR FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS AND “WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYALL FAULTS”.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE 4III, IN ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT AND IN THE ANCILLARY AGREEMENTS, NEITHER THE SELLERS NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE SELLERS, THE SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIESBUSINESS ASSETS, EXPRESS OR IMPLIEDTHE SHARES, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS TRANSFERRED ENTITIES, THE BUSINESS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, THE ASSUMED LIABILITIES AND ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AND THE SELLERS DISCLAIM ANY OTHER TRANSACTION REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE III, IN ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT OR IN THE ANCILLARY AGREEMENTS, INCLUDING AND EXCEPT FOR ANY IMPLIED WARRANTY AS ACTION IN RESPECT OF FRAUD OR INTENTIONAL MISCONDUCT, THE SELLERS HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO TITLE, CONDITION THE ACQUIROR OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY ENVIRONMENTAL CONDITION)OPINION, MERCHANTABILITYINFORMATION, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS)PROJECTION, OR WITH RESPECT ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO THE ACQUIROR BY ANY PROJECTIONSDIRECTOR, ESTIMATESOFFICER, EMPLOYEE, AGENT, CONSULTANT, OR BUDGETS DELIVERED TO REPRESENTATIVE OF THE SELLERS OR MADE AVAILABLE ANY OF THEIR RESPECTIVE AFFILIATES). THE SELLERS MAKE NO REPRESENTATIONS OR WARRANTIES TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (ACQUIROR REGARDING THE PROBABLE SUCCESS OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) PROFITABILITY OF THE COMPANYBUSINESS OR THE BUSINESS ASSETS. THE SELLERS WAIVE WITH EFFECT FROM THE CLOSING DATE, ANY RIGHTS OR REMEDIES WHICH THEY MAY HAVE AGAINST THE COMPANY IN RESPECT OF ANY INACCURACY OR OMISSION IN ANY INFORMATION SUPPLIED BY THE COMPANY IN CONNECTION WITH ASSISTING THE SELLERS IN THE MAKING OF ANY SELLERS’ REPRESENTATIONS OR WARRANTIES CONTAINED IN THIS ARTICLE III.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationNEITHER SELLER NOR EITHER OF THE COMPANIES MAKES ANY OTHER REPRESENTATION OR WARRANTY, warrantyEXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY OR REPRESENTATION AS TO CONDITION, statementMERCHANTABILITY, or information madeOR SUITABILITY AS TO ANY OF THE PROPERTIES OR ASSETS EMPLOYED BY ROYAL XXXXXXX), communicatedAND SELLER, or furnished (orally or in writing) to the Buyer or its representatives (including any opinionON BEHALF OF ITSELF AND THE OTHER COMPANIES HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY, informationWHETHER BY SELLER, projectionTHE COMPANIES OR ANY OF THEIR RESPECTIVE OFFICERS, or advice that may have been or may be provided to the Buyer by any directorDIRECTORS, officerEMPLOYEES, employeeAGENTS OR REPRESENTATIVES OR ANY OTHER PERSON, agentWITH RESPECT TO THE EXECUTION, consultantDELIVERY OR PERFORMANCE BY SELLER OF THIS AGREEMENT OR PXG CANADA OF THE PXG CANADA TRANSFER AGREEMENT OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER OR ANY OF ITS OFFICERS, or representative of the Seller or any of its Affiliates)DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON OF ANY DOCUMENTATION OR OTHER INFORMATION BY SELLER, THE COMPANIES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH IT IS UNDERSTOOD THAT ANY ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS CONTAINED OR REFERRED TO IN THIS ARTICLE 4, THE SELLER IS MAKING NO OFFERING MATERIALS THAT HAVE BEEN PROVIDED TO BUYER ARE NOT AND SHALL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WARRANTIES OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYSELLER.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writinga) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY EXPRESSLY SET FORTH IN THIS ARTICLE 4, THE 3 OR ANY COLLATERAL AGREEMENT TO WHICH SELLER IS PARTY, (A) NONE OF SELLER OR ANY OF ITS AFFILIATES ARE MAKING NO REPRESENTATIONS OR WARRANTIESHAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING AT LAW OR IN EQUITY, WITH RESPECT TO THE COMPANYTHIS AGREEMENT, THE COMPANY ASSETS OR COLLATERAL AGREEMENTS, SELLER, ITS AFFILIATES, THE ACQUIRED ASSETS, THE PRODUCT, THE COMPOUND, THE ASSUMED LIABILITIES, THE BUSINESS, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (INCLUDING ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH) OR ANY INFORMATION PROVIDED OR MADE AVAILABLE TO PURCHASER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (INCLUDING ANY FORECASTS, PROJECTIONS, ESTIMATES, BUDGETS, PRESENTATIONS CONCERNING THE BUSINESS (INCLUDING ANY CONFIDENTIAL INFORMATION MEMORANDA AND THE ANY “TEASER” DOCUMENTS), OR DUE DILIGENCE OR OTHER TRANSACTION AGREEMENTS“DATA ROOM” MATERIALS), INCLUDING ANY IMPLIED WARRANTY AS WITH RESPECT TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, MERCHANTABILITY OR FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE, AND ALL OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF ANY OF THE FOREGOING PARTIES AND (B) ALL OF THE BUSINESS, ASSETS AND LIABILITIES TO BE SOLD, CONVEYED, ASSIGNED, TRANSFERRED OR ASSUMED, AS APPLICABLE IN ACCORDANCE WITH THIS AGREEMENT SHALL BE SOLD, CONVEYED, ASSIGNED, TRANSFERRED OR ASSUMED ON AN “AS IS, WHERE IS” BASIS. THE PARTIES UNDERSTAND THAT THE FOREGOING WILL NOT PRECLUDE PURCHASER FROM BRINGING AN ACTION BASED ON FRAUD (AS DEFINED IN THIS AGREEMENT) OR OTHERWISE (WHICH LIMIT ANY REPRESENTATIONS OR WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO IN ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS COLLATERAL AGREEMENT (OR ANY COMPONENT REMEDY FOR THE BREACH THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANY.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementEXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationNO REPRESENTATIONS OR WARRANTIES WHATSOEVER, warrantyWHETHER EXPRESS OR IMPLIED, statementINCLUDING WARRANTIES OF MERCHANTABILITY, or information madeFITNESS FOR A PARTICULAR PURPOSE, communicatedNON-INFRINGEMENT, or furnished (orally or in writing) to the Buyer or its representatives (including any opinionOR NON-MISAPPROPRIATION OF THIRD- PARTY INTELLECTUAL PROPERTY RIGHTS, informationIS MADE OR GIVEN BY OR ON BEHALF OF A PARTY. ALL REPRESENTATIONS AND WARRANTIES, projectionWHETHER ARISING BY OPERATION OF LAW OR OTHERWISE, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates)ARE HEREBY EXPRESSLY EXCLUDED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY THE PARTIES AGREE THAT THE CD123 DEVELOPMENT MILESTONE EVENTS, RESEARCH PRODUCT DEVELOPMENT MILESTONE EVENTS, COMMERCIAL MILESTONE EVENTS AND NET SALES LEVELS SET FORTH IN THIS ARTICLE 4AGREEMENT OR THAT HAVE OTHERWISE BEEN DISCUSSED BY THE PARTIES ARE MERELY INTENDED TO DEFINE THE MILESTONE PAYMENTS AND ROYALTY OBLIGATIONS IF SUCH CD123 DEVELOPMENT MILESTONE EVENTS, THE SELLER IS MAKING NO REPRESENTATIONS RESEARCH PRODUCT DEVELOPMENT MILESTONE EVENTS, COMMERCIAL MILESTONE EVENTS OR WARRANTIESNET SALES LEVELS ARE ACHIEVED. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, OF THAT IT WILL BE ABLE TO SUCCESSFULLY DEVELOP, MANUFACTURE OR COMMERCIALIZE ANY NATURE WHATSOEVER RELATING TO THE COMPANYLICENSED PRODUCT OR, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTSIF COMMERCIALIZED, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR THAT ANY PARTICULAR PURPOSE) SALES LEVEL OR OTHERWISE PROFIT (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOFLOSS) OF THE COMPANYSUCH LICENSED PRODUCT WILL BE ACHIEVED.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementSELLER EXPRESSLY ACKNOWLEDGES AND AGREES THAT IT IS NOT RELYING ON ANY STATEMENT, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationREPRESENTATION OR WARRANTY, warrantyINCLUDING THOSE WHICH MAY BE CONTAINED IN ANY MATERIALS PROVIDED TO SELLER DURING THE NEGOTIATION OF THIS AGREEMENT, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV OF THIS AGREEMENT, IN ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT ENTERED INTO IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. SELLER EXPRESSLY ACKNOWLEDGES AND AGREES THAT SUCH REPRESENTATIONS AND WARRANTIES BY BUYER IN ARTICLE 4IV, THE SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIESIN ANY ANCILLARY AGREEMENT, EXPRESS OR IMPLIED, OF AND IN ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR OTHER AGREEMENT ENTERED INTO IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF BUYER AND ITS AFFILIATES TO SELLER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND SELLER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER TRANSACTION AGREEMENTSREPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY AS TO TITLEEXPRESS OR IMPLIED, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYARE SPECIFICALLY DISCLAIMED.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 4Article 2, THE SELLER IS MAKING COMPANY HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT MADE OR INFORMATION COMMUNICATED (WHETHER ORALLY OR IN WRITING) TO THE PARENT, MERGER SUB AND/OR ANY REPRESENTATIVE OF PARENT(INCLUDING ANY OPINION, INFORMATION OR ADVICE, WHICH MAY HAVE BEEN PROVIDED TO PARENT, MERGER SUB OR ANY REPRESENTATIVE OF PARENT BY ANY DIRECT OR INDIRECT EQUITY HOLDER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTING FIRM, LEGAL COUNSEL OR OTHER AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR ANY STOCKHOLDER THEREOF, OR ANY RESPECTIVE AFFILIATE OF THE COMPANY OR ANY STOCKHOLDER THEREOF). THE COMPANY MAKES NO REPRESENTATIONS REPRESENTATION OR WARRANTIESWARRANTY TO THE PARENT OR MERGER SUB EXCEPT AS CONTAINED IN THIS Article 2, EXPRESS AND ANY AND ALL STATEMENTS MADE OR IMPLIED, INFORMATION COMMUNICATED BY ANY STOCKHOLDER OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY ANY OF THEIR AFFILIATES OR REPRESENTATIVES OUTSIDE OF THIS AGREEMENT AND (INCLUDING BY WAY OF PROJECTIONS, DOCUMENTS PROVIDED IN RESPONSE TO THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION PARENT’S OR MERGER SUB’S DILIGENCE REQUESTS (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY DOCUMENTS POSTED IN AN ELECTRONIC OR VIRTUAL DATA ROOM) AND FOR ANY PARTICULAR PURPOSE) MANAGEMENT PRESENTATIONS PROVIDED OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (PARENT OR ANY COMPONENT THEREOFMERGER SUB), FUTURE CASH FLOWSWHETHER VERBALLY OR IN WRITING, ARE DEEMED TO HAVE BEEN SUPERSEDED BY THIS AGREEMENT, IT BEING INTENDED THAT NO SUCH PRIOR OR FUTURE FINANCIAL CONDITION (CONTEMPORANEOUS STATEMENTS OR ANY COMPONENT THEREOF) COMMUNICATIONS OUTSIDE OF THIS AGREEMENT SHALL SURVIVE THE COMPANYEXECUTION AND DELIVERY HEREOF.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 4AGREEMENT AND ANY ANCILLARY AGREEMENT (AS MODIFIED BY THE SCHEDULES HERETO AND THERETO), NO ED&F PARTY MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, INCLUDING WITH RESPECT TO VALUE, CONDITION, MERCHANTABILITY OR SUITABILITY, WITH RESPECT TO THE ED&F PARTIES, THE SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS TRANSFERRED COMPANIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AND THE ED&F PARTIES DISCLAIM ANY OTHER TRANSACTION AGREEMENTSREPRESENTATIONS OR WARRANTIES, INCLUDING WHETHER MADE BY ANY IMPLIED WARRANTY ED&F PARTY OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND ANY ANCILLARY AGREEMENT (AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITIONMODIFIED BY THE SCHEDULES HERETO AND THERETO), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY THE ED&F PARTIES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY PARTICULAR PURPOSEREPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO PARENT, EITHER MERGER SUB OR OTHERWISE THEIR AFFILIATES OR REPRESENTATIVES (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS)INCLUDING, ANY OPINION, INFORMATION, PROJECTION OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, ADVICE THAT MAY HAVE BEEN OR BUDGETS DELIVERED TO OR MADE AVAILABLE MAY BE PROVIDED TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVESPARENT OR EITHER MERGER SUB BY ANY DIRECTOR, FUTURE REVENUESOFFICER, FUTURE RESULTS EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF OPERATIONS (ED&F OR ANY COMPONENT THEREOFOF ITS AFFILIATES), FUTURE CASH FLOWS, . THE ED&F PARTIES MAKE NO REPRESENTATIONS OR FUTURE FINANCIAL CONDITION (WARRANTIES TO PARENT OR ANY COMPONENT THEREOF) EITHER MERGER SUB REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY.BUSINESS OR THE TRANSFERRED COMPANIES. ARTICLE VI

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementEXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationTHE TRANSACTIONS HEREUNDER ARE "AS IS" AND "WHERE IS," AND, warrantyEXCEPT AS EXPRESSLY PROVIDED HEREIN, statementNEITHER BELLSOUTH NOR ANY AFFILIATE, or information madeOTHER SELLER ENTITY, communicatedOR ANY OTHER PERSON MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, or furnished (orally or in writing) to the Buyer or its representatives (including any opinionNATURE, informationOR DESCRIPTION, projectionEXPRESS OR IMPLIED, or advice that may have been or may be provided to the Buyer by any directorINCLUDING, officerWITHOUT LIMITATION, employeeANY WARRANTY OF MERCHANTABILITY OR FITNESS OF ANY ACQUIRED ASSET FOR A PARTICULAR PURPOSE, agentOR ANY WARRANTY OF TITLE OR NONINFRINGEMENT, consultant, or representative of the Seller or any of its Affiliates)AND SELLER ENTITIES HEREBY EXPRESSLY DISCLAIM THE SAME. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 4, THE SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN ADDITION TO THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT ARE MADE BY ANY SELLER ENTITY TO PURCHASER PURSUANT TO OR BY VIRTUE OF THE EXECUTION OR DELIVERY OF ANY NATURE WHATSOEVER RELATING XXXX OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT OR OTHER INSTRUMENT OR DOCUMENT EFFECTING ANY OF THE TRANSFERS AND ASSUMPTIONS PROVIDED FOR HEREIN OR BASED ON ANY FAILURE OF ANY SUCH DOCUMENT EXPRESSLY TO THE COMPANYDISCLAIM ANY REPRESENTATION OR WARRANTY, THE COMPANY ASSETS AND ANY REPRESENTATION OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY WARRANTY THAT WOULD OTHERWISE BE IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER EXIST IN CONNECTION WITH ANY SUCH DOCUMENT IS HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYDISCLAIMED.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH EXPRESSLY STATED IN THIS ARTICLE 4AGREEMENT, THE SELLER IS MAKING PARTIES MAKE NO REPRESENTATIONS OR WARRANTIESWARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND LICENSOR SPECIFICALLY DISCLAIMS ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTSWARRANTIES, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION)OF QUALITY, MERCHANTABILITY, PERFORMANCEUSE, EXPLOITATION, FITNESS (BOTH GENERALLY AND FOR ANY A PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WARRANTY OF NON-INFRINGEMENT OF THE LICENSED TECHNOLOGY, THE COMPOUND OR THE LICENSED PRODUCTS OR AS TO THE VALIDITY OF ANY LICENSED PATENTS, OR NON-MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. THE COMPOUND, LICENSED PRODUCTS, LICENSED TECHNOLOGY PROVIDED BY LICENSOR OR ITS AFFILIATES HEREUNDER ARE MADE AVAILABLE ON AN “AS IS” BASIS WITHOUT WARRANTY WITH RESPECT TO COMPLETENESS, COMPLIANCE WITH REGULATORY STANDARDS OR OTHER APPLICABLE LAW OR FITNESS FOR A PARTICULAR PURPOSE OR ANY PROJECTIONS, ESTIMATES, OTHER KIND OF WARRANTY WHETHER EXPRESS OR BUDGETS DELIVERED TO OR MADE AVAILABLE IMPLIED. THE ENTIRE RISK AS TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVESRESULTS, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) AND PERFORMANCE AND EXPLOITATION OF THE COMPANYLICENSED TECHNOLOGY, THE COMPOUND AND THE LICENSED PRODUCTS IS EXCLUSIVELY ASSUMED BY LICENSEE.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 4AGREEMENT AND ANY ANCILLARY AGREEMENT (AS MODIFIED BY THE SCHEDULES HERETO AND THERETO), NO ED&F PARTY MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, INCLUDING WITH RESPECT TO VALUE, CONDITION, MERCHANTABILITY OR SUITABILITY, WITH RESPECT TO THE ED&F PARTIES, THE SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS TRANSFERRED COMPANIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AND THE ED&F PARTIES DISCLAIM ANY OTHER TRANSACTION AGREEMENTSREPRESENTATIONS OR WARRANTIES, INCLUDING WHETHER MADE BY ANY IMPLIED WARRANTY ED&F PARTY OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND ANY ANCILLARY AGREEMENT (AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITIONMODIFIED BY THE SCHEDULES HERETO AND THERETO), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY THE ED&F PARTIES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY PARTICULAR PURPOSEREPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO PARENT, EITHER MERGER SUB OR OTHERWISE THEIR AFFILIATES OR REPRESENTATIVES (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS)INCLUDING, ANY OPINION, INFORMATION, PROJECTION OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, ADVICE THAT MAY HAVE BEEN OR BUDGETS DELIVERED TO OR MADE AVAILABLE MAY BE PROVIDED TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVESPARENT OR EITHER MERGER SUB BY ANY DIRECTOR, FUTURE REVENUESOFFICER, FUTURE RESULTS EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF OPERATIONS (ED&F OR ANY COMPONENT THEREOFOF ITS AFFILIATES), FUTURE CASH FLOWS, . THE ED&F PARTIES MAKE NO REPRESENTATIONS OR FUTURE FINANCIAL CONDITION (WARRANTIES TO PARENT OR ANY COMPONENT THEREOF) EITHER MERGER SUB REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANYBUSINESS OR THE TRANSFERRED COMPANIES.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writinga) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE 43, NEITHER SELLER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER, THE SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIESPURCHASED ASSETS, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AGREEMENT, THE ASSUMED LIABILITIES AND ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AND SELLER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY SELLER OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES. EXCEPT FOR THE OTHER TRANSACTION AGREEMENTSREPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE 3, INCLUDING SELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY IMPLIED WARRANTY AS REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO TITLE, CONDITION BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY ENVIRONMENTAL CONDITION)OPINION, MERCHANTABILITYINFORMATION, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS)PROJECTION, OR WITH RESPECT ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER BY ANY PROJECTIONSDIRECTOR, ESTIMATESOFFICER, EMPLOYEE, AGENT, CONSULTANT, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS REPRESENTATIVE OF OPERATIONS (SELLER OR ANY COMPONENT THEREOFOF ITS AFFILIATES), FUTURE CASH FLOWS, . SELLER MAKES NO REPRESENTATIONS OR FUTURE FINANCIAL CONDITION (WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR ANY COMPONENT THEREOF) PROFITABILITY OF THE COMPANYPURCHASED ASSETS OR THE PRODUCT.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 4V (AS QUALIFIED BY THE PARENT DISCLOSURE LETTER) OR IN ANY CERTIFICATE, THE SELLER IS MAKING STATEMENT, DOCUMENT OR OTHER INSTRUMENT DELIVERED BY PARENT, A MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES PURSUANT TO THIS AGREEMENT, PARENT AND MERGER SUBS MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIEDIMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO PARENT, MERGER SUBS OR ​ ​ ​ ANY OF THEIR RESPECTIVE AFFILIATES, OR ANY NATURE WHATSOEVER RELATING TO OF THEIR RESPECTIVE ASSETS, LIABILITIES, BUSINESSES, OPERATIONS, FUTURE REVENUE, PROFITABILITY OR SUCCESS, AND PARENT AND MERGER SUBS HEREBY DISCLAIM ANY SUCH REPRESENTATION OR WARRANTY, IN CONNECTION WITH THE COMPANY, EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE COMPANY ASSETS OR CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND AGREEMENT. NOTWITHSTANDING ANYTHING TO THE OTHER TRANSACTION AGREEMENTSCONTRARY HEREIN, INCLUDING NOTHING HEREIN SHALL EXCUSE ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS)FRAUD COMMITTED, OR WITH IMPAIR OR PRECLUDE RECOVERY IN RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYFRAUD.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementNOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN THIS ARTICLE III, warrantyOR THE CERTIFICATES TO BE DELIVERED TO THE PARENT PURSUANT TO SECTION 7.01(G), statementNO GROUP COMPANY OR AFFILIATE THEREOF NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE GROUP COMPANIES OR ANY OTHER PERSON OR THEIR RESPECTIVE BUSINESSES, or information madeOPERATIONS, communicatedASSETS, or furnished LIABILITIES, CONDITION (orally or in writingFINANCIAL OR OTHERWISE) to the Buyer or its representatives (including any opinionOR PROSPECTS, informationNOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE PARENT, projectionTHE MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION, or advice that may have been or may be provided to the Buyer by any directorFORECASTS, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING, . EXCEPT AS SPECIFICALLY SET FORTH FOR REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN THIS ARTICLE 4III OR THE CERTIFICATES TO BE DELIVERED TO THE PARENT PURSUANT TO SECTION 7.01(F), THE SELLER IS MAKING NO ALL OTHER REPRESENTATIONS OR AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO ARE EXPRESSLY DISCLAIMED BY THE COMPANY, . ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT PARENT AND THE OTHER TRANSACTION AGREEMENTSMERGER SUB The Parent and the Merger Sub, INCLUDING ANY IMPLIED WARRANTY AS TO TITLEjointly and severally, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION)represent and warrant to the Company, MERCHANTABILITYas of the date hereof and as of the Closing, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANY.as follows:

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 4V (AS MODIFIED BY THE DISCLOSURE LETTER), NONE OF THE SELLER, THE SELLER IS MAKING NO REPRESENTATIONS SELLING PARTIES OR WARRANTIESANY OTHER PERSON HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AT LAW OR IN EQUITY, ON BEHALF OF ANY NATURE WHATSOEVER OR RELATING TO THE COMPANYSELLING PARTIES, THE COMPANY TRANSFERRED ENTITIES OR ANY OF THEIR RESPECTIVE AFFILIATES, INCLUDING ANY REPRESENTATION OR WARRANTY REGARDING ANY SELLING PARTY, ANY TRANSFERRED ENTITY OR ANY OTHER PERSON, THE TRANSFERRED EQUITY INTERESTS, ANY ASSETS OF ANY SELLING PARTY OR ANY TRANSFERRED ENTITY, INCLUDING ANY TRANSFERRED ASSETS, ANY LIABILITIES OF ANY SELLING PARTY OR TRANSFERRED ENTITY, INCLUDING ANY ASSUMED LIABILITIES, THE BUSINESS, ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED PURSUANT TO THE TRANSACTION AGREEMENTS OR ANY OTHER MATTER REGARDING OR RELATING IN ANY WAY TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, AND THE SELLING PARTIES HEREBY DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AT LAW OR IN EQUITY, WHETHER MADE BY OR ON BEHALF OF ANY SELLING PARTY, ANY TRANSFERRED ENTITY OR ANY OTHER PERSON, INCLUDING ANY IMPLIED WARRANTY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE V (AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITIONMODIFIED BY THE DISCLOSURE LETTER), MERCHANTABILITYEACH SELLING PARTY HEREBY (A) DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, PERFORMANCEEXPRESSED OR IMPLIED, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS)AT COMMON LAW, BY STATUTE, OR WITH RESPECT OTHERWISE, RELATING TO ANY THE CONDITION OF THE TRANSFERRED ASSETS, THE BUSINESS ASSETS OR THE BUSINESS, AND (B) DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ALL PROJECTIONS, FORECASTS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVESSTATEMENTS, FUTURE REVENUESFINANCIAL INFORMATION, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF)APPRAISALS, FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANY.STATEMENTS,

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement(a) NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY PARENTCO, warrantyNAC, statementMERGER SUB LLC OR MERGER SUB CORP IN THIS ARTICLE IV, or information madeNONE OF PARENTCO, communicatedNAC, or furnished MERGER SUB LLC, MERGER SUB CORP OR AFFILIATE THEREOF NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO PARENTCO, NAC, MERGER SUB LLC, MERGER SUB CORP OR ANY OTHER PERSON OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (orally or in writingFINANCIAL OR OTHERWISE) to the Buyer or its representatives (including any opinionOR PROSPECTS, informationNOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE COMPANY, projectionBLOCKER, or advice that may have been or may be provided to the Buyer by any directorTHE BLOCKER HOLDER OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION, officerFORECASTS, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY PARENTCO, EXCEPT AS SPECIFICALLY SET FORTH NAC, MERGER SUB LLC AND MERGER SUB CORP IN THIS ARTICLE 4IV, THE SELLER IS MAKING NO ALL OTHER REPRESENTATIONS OR AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANYARE EXPRESSLY DISCLAIMED BY PARENTCO, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT NAC, MERGER SUB LLC AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYMERGER SUB CORP.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementPURCHASER ACKNOWLEDGES AND AGREES THAT IT (A) HAS MADE ITS OWN INQUIRY AND INVESTIGATION INTO, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationAND, warrantyBASED THEREON, statementHAS FORMED AN INDEPENDENT JUDGMENT CONCERNING SELLER, or information madeTHE PURCHASED ASSETS, communicatedSMI PERCLOT, or furnished THE PRODUCTS, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE ASSUMED LIABILITIES AND ANY OTHER ASSETS, RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AND (orally or in writingB) to the Buyer or its representatives HAS BEEN FURNISHED WITH, OR GIVEN ADEQUATE ACCESS TO, SUCH INFORMATION ABOUT SELLER, THE PURCHASED ASSETS, SMI PERCLOT, THE PRODUCTS, THE ASSUMED LIABILITIES AND ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AS IT HAS REQUESTED. EXCEPT FOR THE SPECIFIC REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, PURCHASER ACKNOWLEDGES AND AGREES THAT (including any opinionI) SELLER IS NOT MAKING AND HAS NOT MADE ANY REPRESENTATION OR WARRANTY, informationEXPRESSED OR IMPLIED, projectionAT LAW OR IN EQUITY, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY IN RESPECT OF THE FOREGOINGPURCHASED ASSETS, EXCEPT AS SELLER, SELLER’S AFFILIATES, OR ANY OF SELLER’S OR ITS AFFILIATES’ 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, THE PROSPECTS OF THE PURCHASED ASSETS, SMI PERCLOT OR THE PRODUCTS, THE EFFECTIVENESS OR THE SUCCESS OF ANY OPERATIONS, OR THE ACCURACY OR COMPLETENESS OF ANY CONFIDENTIAL INFORMATION MEMORANDA, DOCUMENTS, PROJECTIONS, MATERIALS OR OTHER INFORMATION (FINANCIAL OR OTHERWISE) REGARDING THE PURCHASED ASSETS, SMI PERCLOT OR THE PRODUCTS, SELLER OR SELLER’S AFFILIATES FURNISHED TO PURCHASER OR ITS REPRESENTATIVES OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES IN ANY “DATA ROOMS,” “VIRTUAL DATA ROOMS,” EMAIL OR OTHER WRITTEN COMMUNICATIONS, MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBY, OR IN RESPECT OF ANY OTHER MATTER WHATSOEVER, AND (II) NO OFFICER, AGENT, REPRESENTATIVE OR EMPLOYEE OF SELLER OR ANY OF SELLER’S AFFILIATES HAS ANY AUTHORITY, EXPRESS OR IMPLIED, TO MAKE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS NOT SPECIFICALLY SET FORTH IN THIS ARTICLE 4, AGREEMENT OR THE SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING ANCILLARY AGREEMENTS AND SUBJECT TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANY.LIMITED REMEDIES HEREIN PROVIDED. 

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writingA) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY EXPRESSLY SET FORTH IN THIS ARTICLE 4III AND IN THE DISCLOSURE SCHEDULE, THE (I) SELLER IS MAKING MAKES NO REPRESENTATIONS REPRESENTATION OR WARRANTIESWARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, (II) THERE ARE NO EXPRESS OR IMPLIED CONDITIONS IN RESPECT OF SELLER OR THE COMPANY OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES EXPRESS OR IMPLIED WITH RESPECT TO THE SUFFICIENCY, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY NATURE SUCH ASSETS, AND (III) SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER RELATING CONCERNING THE EXISTENCE, NATURE, LOCATION, AMOUNT OR VALUE OF ANY MINERALIZATION, MINERAL RESERVES OR RESOURCES OR WHETHER ANY NECESSARY PERMITS CAN BE OBTAINED IN A TIMELY MANNER OR WHETHER ANY MINING CAN BE DONE ECONOMICALLY OR AS TO THE COMPANYCOST OR TIME REQUIRED TO OPERATE AND MAINTAIN ANY MINE OR PERFORM RECLAMATION, AND ANY SUCH IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS ARE HEREBY EXPRESSLY DISCLAIMED. ONLY PURCHASER AND PURCHASER’S SUCCESSORS AND PERMITTED ASSIGNS MAY RELY ON THE REPRESENTATIONS SET FORTH IN ARTICLE III. PURCHASER FURTHER ACKNOWLEDGES AND AGREES, FOR ITSELF AND ITS AFFILIATES THAT NONE OF SELLER, THE COMPANY ASSETS NOR ANY OTHER PERSON WILL HAVE OR BE SUBJECT TO ANY LIABILITY TO THE PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO THE PURCHASER OR ANY OTHER PURCHASER PARTY, OR THE PURCHASER'S USE OF, ANY INFORMATION, DOCUMENT OR MATERIAL MADE AVAILABLE TO THE PURCHASER OR ANY OF ITS REPRESENTATIONS IN THE DATA ROOM, IN PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AGREEMENT, AND THE OTHER TRANSACTION AGREEMENTSPURCHASER HAS NOT RELIED ON ANY SUCH INFORMATION, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) DOCUMENT OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYMATERIAL.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS ARTICLE 4, THE SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTSDOCUMENTS, INCLUDING SELLER MAKES NO REPRESENTATIONS OR WARRANTIES (EXPRESS OR IMPLIED) WHATSOEVER TO BUYER OR PARENT AND HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY IMPLIED WARRANTY AS REPRESENTATION, WARRANTY, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO TITLEBUYER, CONDITION PARENT OR THEIR RESPECTIVE REPRESENTATIVES (INCLUDING ANY ENVIRONMENTAL OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER OR PARENT BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, TRUSTEE, BENEFICIARY, SETTLOR, OR REPRESENTATIVE OF SELLER OR ANY SELLER INDEMNIFIED PARTIES OR ANY AFFILIATE THEREOF). EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER AND EACH OF THE SELLER INDEMNIFIED PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES (EXPRESS OR IMPLIED) TO BUYER OR PARENT REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY GROUP. EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, NO REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED) IS MADE BY SELLER OR ANY OF THE SELLER INDEMNIFIED PARTIES TO BUYER OR PARENT AS TO THE CONDITION), MERCHANTABILITY, PERFORMANCE, MERCHANTABILITY OR FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES PURPOSE OF ANY ASSETS OF THE COMPANY GROUP, AND SELLER AND THE SELLER HEREBY EXPRESSLY DISCLAIMS), INDEMNIFIED PARTIES ARE NOT MAKING ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, BUDGETS OR BUDGETS FORECASTS HERETOFORE DELIVERED TO OR MADE AVAILABLE TO THE BUYER OR PARENT RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYCOMPANY GROUP.

No Other Representations or Warranties. (a) Except as for the representations and to the extent set forth warranties of Seller contained in this AgreementArticle III, the none of Seller nor any other Person makes no representations any other express or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationimplied representation or warranty on behalf of Seller. PURCHASER ACKNOWLEDGES AND AGREES THAT, warrantyEXCEPT IN THE CASE OF FRAUD OR IN THE CASE OF ANY INDEMNIFICATION RIGHTS THAT MAY BE AVAILABLE TO PURCHASER UNDER Article VI OF THIS AGREEMENT, statementNEITHER SELLER NOR ANY OF ITS AFFILIATES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO PURCHASER OR ANY OF ITS AFFILIATES OR ANY OTHER PERSON RESULTING FROM THE MAKING AVAILABLE OR FAILING TO MAKE AVAILABLE TO PURCHASER OR ANY OF ITS AFFILIATES, or information madeOR ANY USE BY PURCHASER OR ANY OF ITS AFFILIATES OF, communicatedANY INFORMATION, or furnished (orally or in writing) to the Buyer or its representatives (including any opinionINCLUDING ANY INFORMATION, informationDOCUMENTS, projectionPROJECTIONS, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY FORECASTS OR OTHER MATERIAL MADE AVAILABLE TO PURCHASER OR ANY OF ITS AFFILIATES IN CERTAIN “DATA ROOMS” OR MANAGEMENT PRESENTATIONS IN EXPECTATION OF THE FOREGOINGTRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. PURCHASER ACKNOWLEDGES AND AGREES THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 4, THE SELLER IS MAKING IT HAS RELIED ON NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, BY OR ON BEHALF OF SELLER, OTHER THAN AS EXPRESSLY SET FORTH IN SECTION 3.02; PROVIDED THAT NOTHING IN THIS SENTENCE SHALL AFFECT OR LIMIT ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH CLAIM PURCHASER MAY HAVE IN RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYFRAUD.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY EXPRESSLY SET FORTH IN THIS ARTICLE 4HEREIN, IT IS UNDERSTOOD AND AGREED THAT THE SELLER WHISPER VALLEY RANCH PARK IS MAKING NO SOLD AND CONVEYED HEREUNDER “AS IS” WITH ANY AND ALL FAULTS AND LATENT AND PATENT DEFECTS WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY BY THE DEVELOPER. THE DEVELOPER HAS NOT MADE AND DOES NOT HEREBY MAKE AND HEREBY SPECIFICALLY DISCLAIMS (EXCEPT AS EXPRESSLY SET FORTH HEREIN) ANY REPRESENTATIONS OR WARRANTIESWARRANTIES OF ANY KIND OR CHARACTER WHATSOEVER, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING WITH RESPECT TO THE COMPANYWHISPER VALLEY RANCH PARK (OTHER THAN THE DEVELOPER’S SPECIAL WARRANTY OF TITLE CONTAINED IN THE DEED(S), THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, ITS CONDITION (INCLUDING WITHOUT LIMITATION ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, REPRESENTATION OR WARRANTY REGARDING SUITABILITY OR FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), ITS COMPLIANCE WITH ENVIRONMENTAL LAWS OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATESOTHER LAWS, OR BUDGETS DELIVERED ANY OTHER MATTER OR THING RELATING TO OR MADE AVAILABLE AFFECTING THE PROPERTY, AND THE DEVELOPER HEREBY DISCLAIMS AND RENOUNCES ANY OTHER REPRESENTATION OR WARRANTY. THE TERMS AND CONDITIONS OF THIS SECTION WILL EXPRESSLY SURVIVE THE TAKEDOWN, NOT MERGE WITH THE PROVISIONS OF ANY TAKEDOWN DOCUMENT AND BE INCORPORATED INTO THE DEED. THE CITY FURTHER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS OF THIS SECTION WERE A MATERIAL FACTOR IN THE DEVELOPER’S DETERMINATION OF THE CONSIDERATION FOR THE TRANSFER OF THE WHISPER VALLEY RANCH PARK TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYCITY.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writinga) to the Buyer or its representatives THE COMPANY ACKNOWLEDGES AND AGREES THAT (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, i) EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 4II, THE SELLER IS MAKING NO REPRESENTATIONS NEITHER XXXXXXXXX NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTIESWARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY IN RESPECT OF BREITLING, AND ANY NATURE WHATSOEVER RELATING SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED, AND (ii) THE COMPANY SHALL ONLY BE ENTITLED TO RELY UPON THE REPRESENTATIONS AND WARRANTIES THAT ARE CONTAINED IN ARTICLE II OF THIS AGREEMENT. IN CONNECTION WITH THE COMPANY’S INVESTIGATION OF BREITLING AND ITS BUSINESSES AND OPERATIONS, THE COMPANY ASSETS AND ITS REPRESENTATIVES HAVE RECEIVED FROM BREITLING OR ITS REPRESENTATIVES CERTAIN PROJECTIONS AND OTHER FORECASTS FOR BREITLING AND CERTAIN ESTIMATES, PLANS AND BUDGET INFORMATION. THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT COMPANY ACKNOWLEDGES AND THE OTHER TRANSACTION AGREEMENTSAGREES THAT THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONSFORECASTS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE PLANS AND BUDGETS; THAT THE COMPANY IS FULLY RESPONSIBLE FOR MAKING ITS OWN EVALUATION OF BREITLING INCLUDING AS TO THE BUYER RELATING ADEQUACY AND ACCURACY OF ALL ESTIMATES, PROJECTIONS, FORECASTS, PLANS AND BUDGETS SO FURNISHED TO FUTURE FINANCIAL RESERVESTHEM OR THEIR REPRESENTATIVES, FUTURE REVENUESAND THAT XXXXXXXXX DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING SUCH ESTIMATES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF)PROJECTIONS, FUTURE CASH FLOWSFORECASTS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYPLANS AND BUDGETS.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III AND ARTICLE IV, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationNONE OF THE SELLERS MAKE ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANIES (INCLUDING THEIR RESPECTIVE ASSETS, warrantyFINANCIAL CONDITION OR BUSINESS) OR WITH RESPECT TO ANY OTHER INFORMATION PROVIDED TO THE BUYER (INCLUDING BY USE OF A “DATA ROOM” OR IN ANY EXECUTIVE SUMMARY), statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates)AND THE SELLERS HEREBY DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 4PRECEDING SENTENCE, THE SELLER IS MAKING SELLERS MAKE NO REPRESENTATIONS REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WARRANTY WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO PROJECTIONS AND OTHER FORECASTS (INCLUDING THE REASONABLENESS OF THE ASSUMPTIONS UNDERLYING SUCH PROJECTIONS AND OTHER FORECASTS). THE BUYER RELATING TO FUTURE FINANCIAL RESERVESACKNOWLEDGES AND AGREES THAT THE BUYER HAS NOT RELIED, FUTURE REVENUESAND IS NOT RELYING, FUTURE RESULTS OF OPERATIONS AND WILL NOT ASSERT THAT IT IS RELYING, UPON ANY STATEMENT, WARRANTY OR REPRESENTATION (WHETHER WRITTEN OR ANY COMPONENT THEREOFORAL) NOT EXPRESSLY MADE IN THIS AGREEMENT (AS QUALIFIED BY THE DISCLOSURE SCHEDULES AND EXHIBIT B), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANY.. 25041432.12 Article V REAL ESTATE MATTERS

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY AND TO THE EXTENT SET FORTH IN THIS ARTICLE 4AGREEMENT, THE SELLER IS MAKING FIRST AMENDMENT AND APPENDIX A THERETO, AND ANY AND ALL OTHER AGREEMENTS, THE DISCLOSURE LETTER, AND CERTIFICATES, THE PARTNERSHIP, GENERAL PARTNER AND MANAGEMENT COMPANY MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WARRANTIES WHATSOEVER RELATING TO THE COMPANYSUBSCRIBER AND HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, THE COMPANY ASSETS WARRANTY, STATEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTSINFORMATION MADE, INCLUDING ANY IMPLIED WARRANTY AS COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO TITLE, CONDITION SUBSCRIBER OR ITS REPRESENTATIVES (INCLUDING ANY ENVIRONMENTAL OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN (OR MAY BE IN CONNECTION WITH THIS AGREEMENT) PROVIDED TO SUBSCRIBER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE PARTNERSHIP, GENERAL PARTNER AND MANAGEMENT COMPANY OR ANY AFFILIATE THEREOF). THE PARTNERSHIP, GENERAL PARTNER AND MANAGEMENT COMPANY MAKE NO REPRESENTATIONS OR WARRANTIES TO SUBSCRIBER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE PARTNERSHIP. EXCEPT AS AND Signature Page to Subscription Agreement TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, NO REPRESENTATION OR WARRANTY IS MADE BY THE PARTNERSHIP, GENERAL PARTNER AND MANAGEMENT COMPANY TO THE SUBSCRIBER AS TO THE CONDITION), MERCHANTABILITY, PERFORMANCE, MERCHANTABILITY OR FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) PURPOSE OF ANY ASSETS OF THE PARTNERSHIP, AND THE PARTNERSHIP AND GENERAL PARTNER ARE NOT MAKING ANY REPRESENTATIONS OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR OF ANY KIND WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, PROJECTIONS OR BUDGETS FORECASTS HERETOFORE DELIVERED TO OR MADE AVAILABLE TO THE BUYER SUBSCRIBER RELATING TO FUTURE FINANCIAL RESERVESTHE PARTNERSHIP. NINTH – CONDITIONS OF SUBSCRIBER TO CLOSE: The obligations of the Subscriber under this Agreement, FUTURE REVENUESincluding the obligation to make any Capital Contribution and join in the Limited Partnership Agreement, FUTURE RESULTS OF OPERATIONS shall be subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANY.any of which the Subscriber may waive in writing in whole or any part):

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY EXPRESSLY SET FORTH HEREIN AND IN THIS ARTICLE 4THE OTHER TRANSACTION AGREEMENTS, THE SELLER IS MAKING (I) LICENSOR MAKES NO REPRESENTATIONS REPRESENTATION OR WARRANTIESWARRANTY, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING EITHER AT LAW OR IN EQUITY, RELATED TO THE COMPANYLICENSED RIGHTS OR LICENSED PRODUCTS, THE COMPANY ASSETS INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WARRANTY AS TO VALUE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FOR ORDINARY PURPOSES, OR ANY OTHER MATTER, (II) LICENSOR MAKES NO, AND THE OTHER TRANSACTION AGREEMENTSHEREBY DISCLAIMS, ANY REPRESENTATION OR WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE REGARDING THE LICENSED RIGHTS AND LICENSED PRODUCTS, (III) THE LICENSED RIGHTS ARE CONVEYED ON AN "AS IS, WHERE IS" BASIS EFFECTIVE AS OF THE CLOSING DATE AND LICENSEE SHALL RELY UPON ITS OWN EXAMINATION THEREOF, (IV) LICENSEE MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, EITHER AT LAW OR IN EQUITY, RELATED TO THE LICENSEE LICENSED RIGHTS, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION)VALUE, MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY A PARTICULAR PURPOSE) PURPOSE OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS)FOR ORDINARY PURPOSES, OR WITH RESPECT TO ANY PROJECTIONSOTHER MATTER, ESTIMATES(V) LICENSEE MAKES NO, AND HEREBY DISCLAIMS, ANY REPRESENTATION OR BUDGETS DELIVERED TO OR MADE AVAILABLE WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE REGARDING THE LICENSEE LICENSED RIGHTS, AND (VI) THE LICENSEE LICENSED RIGHTS ARE CONVEYED ON AN "AS IS, WHERE IS" BASIS EFFECTIVE AS OF THE DATE ANY LICENSE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVESLICENSEE LICENSED RIGHTS BECOMES EFFECTIVE AND LICENSOR SHALL RELY UPON ITS OWN EXAMINATION THEREOF. Without limiting the foregoing, FUTURE REVENUESeach Party acknowledges that it has not and is not relying upon any implied warranty of merchantability or fitness for a particular purpose, FUTURE RESULTS OF OPERATIONS or upon any representation or warranty whatsoever as to the prospects (OR ANY COMPONENT THEREOF)financial, FUTURE CASH FLOWSregulatory or otherwise) or the reliability, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYsuitability, ability to produce a particular result, and validity, regarding the Licensed Rights or the Licensee Licensed Rights, as the case may be, after the date of this Agreement, except that Licensee may rely on the representations and warranties contained herein and in the other Transaction Agreements. This provision shall not affect the rights or obligations of either Party hereto with respect to any other Transaction Agreement.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement(a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationIT IS THE EXPLICIT INTENT OF EACH PARTY, warrantyAND THE PARTIES HEREBY AGREE, statementTHAT NONE OF THE PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING, or information madeAND THE SELLER (ON BEHALF OF ITSELF, communicatedITS AFFILIATES AND REPRESENTATIVES) HEREBY DISCLAIMS, or furnished 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 MEMBERSHIP INTERESTS OR THE COMPANY, THE GROUP COMPANIES OR THEIR RESPECTIVE ASSETS, PROPERTIES, BUSINESS, CONDITION (orally or in writingFINANCIAL OR OTHERWISE) to the Buyer or its representatives (including any opinionOR PROSPECTS, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates)EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY EXPRESSLY SET FORTH IN THIS ARTICLE 4AGREEMENT, THE SELLER IS MAKING NO (ON BEHALF OF ITSELF, ITS AFFILIATES AND REPRESENTATIVES) EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIESWARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO (I) THE OWNERSHIP, MARKETABILITY, CONDITION, VALUE OR QUALITY OF ANY NATURE WHATSOEVER RELATING TO THE MEMBERSHIP INTERESTS OR THE COMPANY, THE COMPANY GROUP COMPANIES OR THEIR RESPECTIVE ASSETS AND PROPERTIES OR (II) THE PROSPECTS (FINANCIAL OR OTHERWISE) AND RISKS RELATED TO THE MEMBERSHIP INTERESTS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT COMPANY, THE GROUP COMPANIES AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY THEIR RESPECTIVE ASSETS AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYPROPERTIES.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS AGREEMENT, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY ASSETS OF THE FOREGOINGTRANSFERRED ENTITIES ARE BEING ACQUIRED BY BUYER “AS IS” AND “WHERE IS,” AND NONE OF NEWPARK, EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 4DFI NOR ANY OF THEIR RESPECTIVE AGENTS, THE SELLER IS MAKING NO REPRESENTATIONS AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, OR WARRANTIESREPRESENTATIVES, NOR ANY OTHER PERSON, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO BUYER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, ON BEHALF OF NEWPARK, DFI OR ANY NATURE WHATSOEVER RELATING TO THE COMPANYAFFILIATE THEREOF, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED AND NEWPARK, DFI AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT AND THE DISCLAIM ANY OTHER TRANSACTION AGREEMENTSREPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, INCLUDING ANY IMPLIED WARRANTY EXPRESS, IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, AS TO THE LIABILITIES, OPERATIONS OF THE BUSINESS OR THE TRANSFERRED ENTITIES, FUTURE REVENUES, RESULTS OF OPERATIONS OR OTHER RESULTS, THE TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), VALUE OR QUALITY OF THE ASSETS OF THE TRANSFERRED ENTITIES, MERCHANTABILITY, PERFORMANCEUSAGE, SUITABILITY OR FITNESS (BOTH GENERALLY AND FOR ANY A PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR PURPOSE WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYASSETS OF THE TRANSFERRED ENTITIES.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 4III (AS MODIFIED BY THE DISCLOSURE SCHEDULES), (a) THE SELLER IS MAKING NO REPRESENTATIONS HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, OR WARRANTIES, EXPRESS STATEMENT MADE OR IMPLIED, OF INFORMATION COMMUNICATED (WHETHER ORALLY OR IN WRITING) TO BUYER OR ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION BUYER REPRESENTATIVE (INCLUDING ANY ENVIRONMENTAL CONDITIONOPINION, INFORMATION OR ADVICE), MERCHANTABILITYWHICH MAY HAVE BEEN PROVIDED TO BUYER OR ANY BUYER REPRESENTATIVE BY THE SELLER, PERFORMANCEANY GROUP COMPANY, FITNESS ANY AFFILIATE OF THE FOREGOING OR ANY OF THEIR RESPECTIVE REPRESENTATIVES AND (BOTH GENERALLY b) ANY AND FOR ALL STATEMENTS MADE OR INFORMATION COMMUNICATED BY THE SELLER, ANY PARTICULAR PURPOSEGROUP COMPANY, ANY AFFILIATE OF THE FOREGOING OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OUTSIDE OF THIS AGREEMENT (INCLUDING BY WAY OF PROJECTIONS, DOCUMENTS PROVIDED IN RESPONSE TO BUYER’S DILIGENCE REQUESTS (INCLUDING ANY DOCUMENTS POSTED IN AN ELECTRONIC OR VIRTUAL DATA ROOM) AND ANY MANAGEMENT PRESENTATIONS PROVIDED OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOFBUYER), FUTURE CASH FLOWSWHETHER ORALLY OR IN WRITING, ARE DEEMED TO HAVE BEEN SUPERSEDED BY THIS AGREEMENT, IT BEING INTENDED THAT NO SUCH PRIOR OR FUTURE FINANCIAL CONDITION (CONTEMPORANEOUS STATEMENTS OR ANY COMPONENT THEREOF) COMMUNICATIONS OUTSIDE OF THIS 968037.12 AGREEMENT SHALL SURVIVE THE COMPANYEXECUTION AND DELIVERY OF THIS AGREEMENT.

No Other Representations or Warranties. Except as for the representations and to the extent set forth warranties of Seller contained in Article IV and Bank in this AgreementArticle V, the none of Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statementBank, or information madeany other Person, communicatedmakes any other representation or warranty (express, implied or furnished (orally or in writingotherwise) relating to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or Bank or any other Subsidiary of its Affiliates)Seller. WITHOUT LIMITING PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT IN THE GENERALITY CASE OF FRAUD OR ANY INDEMNIFICATION RIGHTS THAT MAY BE AVAILABLE TO PURCHASER UNDER ARTICLE IX, NONE OF BANK OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES OR ITS OR THEIR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO PURCHASER OR ANY OF ITS AFFILIATES OR ANY OTHER PERSON RESULTING FROM THE MAKING AVAILABLE OR FAILING TO MAKE AVAILABLE TO PURCHASER OR ANY OF ITS AFFILIATES, OR ANY USE BY PURCHASER OR ANY OF ITS AFFILIATES OF, ANY INFORMATION, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS OR FORECASTS MADE AVAILABLE TO PURCHASER OR ANY OF ITS AFFILIATES IN CERTAIN “DATA ROOMS” OR MANAGEMENT PRESENTATIONS IN EXPECTATION OF THE FOREGOINGTRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. PURCHASER ACKNOWLEDGES AND AGREES THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 4, THE SELLER IS MAKING IT HAS RELIED ON NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, BY OR ON BEHALF OF ANY NATURE WHATSOEVER RELATING TO THE COMPANYBANK OR SELLER, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (ITS AFFILIATES OR ANY COMPONENT THEREOF)OTHER PERSON, FUTURE CASH FLOWS, OTHER THAN AS EXPRESSLY SET FORTH IN ARTICLE IV OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANY.THIS ARTICLE V.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement(a) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES MADE IN THIS ARTICLE 3 AND NOT WITHSTANDING ANYTHING HEREIN TO THE CONTRARY, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationNONE OF THE COMPANY OR ANY OTHER PERSON MAKES OR HAS MADE ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, warrantyOPERATIONS, statementASSETS, or information madeLIABILITIES OR CONDITIONS (FINANCIAL OR OTHERWISE) IN CONNECTION WITH THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS, communicatedAND THE COMPANY HEREBY DISCLAIMS ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES. IN PARTICULAR, or furnished (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY FOREGOING DISCLAIMER, NONE OF THE FOREGOINGCOMPANY OR ANY OTHER PERSON MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY TO PARENT, HOLDCO LLC OR MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES WITH RESPECT TO (i) ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET OR PROSPECT INFORMATION RELATING TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES; OR (ii) EXCEPT AS SPECIFICALLY SET FORTH FOR THE REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY IN THIS ARTICLE 43, ANY ORAL OR WRITTEN INFORMATION PRESENTED TO PARENT, HOLDCO LLC OR MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES IN THE COURSE OF THEIR DUE DILIGENCE INVESTIGATION OF THE COMPANY OR ITS SUBSIDIARIES, THE SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, NEGOTIATION OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND OR IN THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) COURSE OF THE COMPANYCONTEMPLATED TRANSACTIONS.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementEXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE V, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationBUYER MAKES NO REPRESENTATION OR WARRANTY, warrantyEXPRESS OR IMPLIED, statementAT LAW OR IN EQUITY, or information madeRELATING TO BUYER OR ANY OF ITS SUBSIDIARIES, communicatedOR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO CONDITION, or furnished (orally or in writing) to the Buyer or its representatives (including any opinionMERCHANTABILITY, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates)SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY EXPRESSLY SET FORTH IN THIS ARTICLE 4V, THE BUYER MAKES NO, AND SHALL NOT BE DEEMED TO HAVE MADE ANY, REPRESENTATION OR WARRANTY TO SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO (A) ANY PROJECTIONS, ESTIMATES, ESTIMATES OR BUDGETS HERETOFORE DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVESSELLER OR ANY OF ITS AFFILIATES, COUNSEL, ACCOUNTANTS OR ADVISORS OF FUTURE REVENUES, EXPENSES OR EXPENDITURES OR FUTURE RESULTS OF OPERATIONS (OF BUYER OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OF ITS SUBSIDIARIES OR FUTURE FINANCIAL CONDITION (B) IN THE MATERIALS RELATING TO BUYER OR ANY COMPONENT THEREOF) OF ITS SUBSIDIARIES MADE AVAILABLE TO SELLER OR THE COMPANY OR IN ANY PRESENTATION OF THE COMPANYBUSINESS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE, IT BEING UNDERSTOOD THAT ANY PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING BUT NOT LIMITED TO, ANY CONFIDENTIAL INFORMATION MEMORANDUM AND BUYER OR ANY OF ITS SUBSIDIARIES’ CONFIDENTIAL OVERVIEWS MADE AVAILABLE BY BUYER AND ITS REPRESENTATIVES ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF BUYER OR ANY OF ITS SUBSIDIARIES, EXCEPT TO THE EXTENT SPECIFICALLY REFERENCED HEREIN OR (C) ANY OTHER INFORMATION OR DOCUMENTS (FINANCIAL OR OTHERWISE) MADE AVAILABLE TO THE SELLER OR ANY OF ITS AFFILIATES, COUNSEL, ACCOUNTANTS OR ADVISORS WITH RESPECT TO BUYER OR ANY OF ITS SUBSIDIARIES.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementBUYER HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT REVIEW AND ANALYSIS OF, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationAND BASED THEREON HAS FORMED AN INDEPENDENT JUDGMENT CONCERNING THE TRANSACTIONS, warrantyTHE STOCK AND THE ASSETS, statementPROPERTIES, or information madeLIABILITIES, communicatedCONDITION, or furnished OPERATIONS AND PROSPECTS OF THE COMPANIES’ BUSINESS. IN ENTERING INTO THIS AGREEMENT, THE BUYER HAS RELIED SOLELY UPON ITS OWN REVIEW AND ANALYSIS AND THE SPECIFIC REPRESENTATIONS AND WARRANTIES MAY BY THE SELLERS IN ARTICLE 2 (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its AffiliatesAS QUALIFIED BY THE DISCLOSURE SCHEDULES). WITHOUT LIMITING BUYER ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY REPRESENTATIONS AND WARRANTIES MADE BY SELLERS THAT ARE EXPRESSLY SET FORTH IN THIS ARTICLE 4AGREEMENT (INCLUDING THE DISCLOSURE SCHEDULES) OR IN ANY TRANSACTION DOCUMENT, THE SELLER IS MAKING NO REPRESENTATIONS SELLERS EXPRESSLY DISCLAIM AND MAKE NO, AND SHALL NOT BE DEEMED TO HAVE MADE ANY, REPRESENTATION OR WARRANTIES, WARRANTY OF ANY KIND (WHETHER EXPRESS OR IMPLIED, ) TO BUYER OR ANY OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS ITS AFFILIATES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR REPRESENTATIVES WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS AGREEMENT OR IN ANY PROJECTIONSTRANSACTION DOCUMENT, ESTIMATESNONE OF BUYER, ANY OF ITS AFFILIATES, NOR ANY OTHER PERSON ACTING ON BEHALF OF BUYER MAKES ANY REPRESENTATION OR BUDGETS DELIVERED WARRANTY TO SELLERS (WHETHER EXPRESS OR MADE AVAILABLE IMPLIED) WITH RESPECT TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS SUBJECT MATTER OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYTHIS AGREEMENT.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementRJS (ON BEHALF OF ITSELF AND ITS SUBSIDIARIES) ACKNOWLEDGES AND AGREES THAT, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationNONE OF PARENT, warrantyTHE NEW ENTITIES OR ENERGY SUPPLY MAKES ANY REPRESENTATION OR WARRANTY AS TO ANY MATTER WHATSOEVER EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, statementANY OTHER TRANSACTION DOCUMENT OR IN ANY CERTIFICATE DELIVERED BY PARENT OR ANY MEMBER OF THE ENERGY SUPPLY GROUP TO RJS IN ACCORDANCE WITH THE TERMS HEREOF OR THEREOF, or information made, communicated, or furnished AND SPECIFICALLY (orally or in writing) to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) THAT, EXCEPT AS SPECIFICALLY EXPRESSLY SET FORTH IN THIS ARTICLE 4, THE SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTSDOCUMENTS, INCLUDING NONE OF PARENT, THE NEW ENTITIES OR ENERGY SUPPLY MAKES ANY IMPLIED REPRESENTATION OR WARRANTY (A) AS TO TITLETHE CONDITION OR VALUE OF THE ASSETS, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION)BUSINESSES OR LIABILITIES CONTRIBUTED, MERCHANTABILITYTRANSFERRED, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS)DISTRIBUTED, OR ASSUMED AS CONTEMPLATED HEREBY OR PURSUANT TO ANY OTHER TRANSACTION DOCUMENT, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ASSET OR (B) WITH RESPECT TO (I) ANY PROJECTIONS, ESTIMATES, ESTIMATES OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVESRJS (OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES) OF FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, FLOWS OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYENERGY SUPPLY BUSINESS OR THE ENERGY SUPPLY GROUP OR (II) THE FUTURE BUSINESS AND OPERATIONS OF THE ENERGY SUPPLY BUSINESS OR THE ENERGY SUPPLY GROUP, IN EACH CASE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY OTHER TRANSACTION AGREEMENT, RJS ACKNOWLEDGES (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE RJS GROUP) THAT (1) ALL ASSETS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY OR REAL PROPERTY RIGHT, BY MEANS OF A DEED OR CONVEYANCE WITHOUT WARRANTY AS TO TITLE OR OTHERWISE) AND (2) THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (X) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST AND (Y) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL PREVENT ANY PARTY FROM BRINGING ANY CLAIM BASED ON FRAUD.

No Other Representations or Warranties. Except as and to the extent set forth in this AgreementNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ANY TRANSACTION AGREEMENT, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV OR THIS ARTICLE V (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULE, warrantyAS SUPPLEMENTED, statementAND THE HLIC SEC REPORTS THAT ARE ON FORM 10-K, or information made10-Q, communicatedOR 8-K AND FILED WITH THE SEC AND PUBLICLY AVAILABLE ON THE INTERNET WEBSITE OF THE SEC AT LEAST TEN (10) BUSINESS DAYS PRIOR TO THE DATE OF THIS AGREEMENT (EXCLUDING ANY DISCLOSURE SET FORTH IN SECTIONS TITLED “RISK FACTORS” OR “FORWARD- LOOKING STATEMENTS” OR IN ANY OTHER SECTION TO THE EXTENT THE DISCLOSURE IN SUCH OTHER SECTION IS A FORWARD-LOOKING STATEMENT OR CAUTIONARY, or furnished (orally or in writing) to the Buyer or its representatives (including any opinionPREDICTIVE OR FORWARD-LOOKING IN NATURE)), informationNEITHER SELLER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER, projectionTHE BUSINESS, or advice that may have been or may be provided to the Buyer by any directorTHE SHARES, officerTHE ACQUIRED COMPANIES, employeeTHE ACQUIRED ASSETS OR THE ASSETS AND PROPERTIES OF THE ACQUIRED COMPANIES, agentAND SELLER DISCLAIMS ANY OTHER REPRESENTATIONS, consultantWARRANTIES, or representative of the Seller or any of its Affiliates)FORECASTS, PROJECTIONS, STATEMENTS OR INFORMATION, WHETHER MADE BY SELLER OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR REPRESENTATIVES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY EXPRESSLY SET FORTH IN ARTICLE IV OR THIS ARTICLE 4V, THE SELLER NO REPRESENTATION OR WARRANTY HAS BEEN OR IS MAKING NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR BEING MADE WITH RESPECT TO ANY PROJECTIONS, ESTIMATESFORECASTS, BUSINESS PLANS, ESTIMATES OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYOTHER PERSON.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement(a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representationIT IS THE EXPLICIT INTENT OF EACH PARTY, warrantyAND THE PARTIES HEREBY AGREE, statementTHAT NONE OF THE PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING, or information madeAND GROUP LLC (ON BEHALF THE CONTRIBUTED COMPANIES, communicatedITSELF, or furnished ITS AFFILIATES AND REPRESENTATIVES) HEREBY DISCLAIMS, 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 SECURITIES OR THE CONTRIBUTED COMPANIES OR THEIR RESPECTIVE ASSETS, PROPERTIES, BUSINESS, CONDITION (orally or in writingFINANCIAL OR OTHERWISE) to the Buyer or its representatives (including any opinionOR PROSPECTS, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates)EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY EXPRESSLY SET FORTH IN THIS ARTICLE 4AGREEMENT, THE SELLER IS MAKING NO GROUP LLC (ON BEHALF OF ITSELF, ITS AFFILIATES AND REPRESENTATIVES) EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIESWARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO (I) THE OWNERSHIP, MARKETABILITY, CONDITION, VALUE OR QUALITY OF ANY NATURE WHATSOEVER RELATING THE CONTRIBUTED INTERESTS, THE CONTRIBUTED ASSETS, OR THE CONTRIBUTED COMPANIES OR THEIR RESPECTIVE ASSETS AND PROPERTIES OR (II) THE PROSPECTS (FINANCIAL OR OTHERWISE) AND RISKS RELATED TO THE COMPANYCONTRIBUTED INTERESTS, THE COMPANY ASSETS CONTRIBUTED ASSETS, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT CONTRIBUTED COMPANIES AND THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY THEIR RESPECTIVE ASSETS AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANYPROPERTIES.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writinga) to the Buyer or its representatives THE COMPANY ACKNOWLEDGES AND AGREES THAT (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, i) EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 4II AND ARTICLE III, THE SELLER IS MAKING NO REPRESENTATIONS CRUSADER ENTITY NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTIESWARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY IN RESPECT OF A CRUSADER ENTITY, AND ANY NATURE WHATSOEVER RELATING SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED, AND (ii) THE COMPANY SHALL ONLY BE ENTITLED TO RELY UPON THE REPRESENTATIONS AND WARRANTIES THAT ARE CONTAINED IN ARTICLE II AND III OF THIS AGREEMENT. IN CONNECTION WITH THE COMPANY’S INVESTIGATION OF THE CRUSADER OPERATING ENTITIES AND THEIR BUSINESSES AND OPERATIONS, THE COMPANY ASSETS AND THEIR REPRESENTATIVES HAVE RECEIVED FROM THE CRUSADER OPERATING ENTITIES OR THEIR REPRESENTATIVES CERTAIN PROJECTIONS AND OTHER FORECASTS FOR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT CRUSADER OPERATING ENTITIES AND CERTAIN ESTIMATES, PLANS AND BUDGET INFORMATION. THE OTHER TRANSACTION AGREEMENTSCOMPANY ACKNOWLEDGES AND AGREES THAT THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS, INCLUDING ANY IMPLIED WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE SELLER HEREBY EXPRESSLY DISCLAIMS), OR WITH RESPECT TO ANY PROJECTIONSFORECASTS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE PLANS AND BUDGETS; THAT THE COMPANY IS FULLY RESPONSIBLE FOR MAKING ITS OWN EVALUATION OF THE CRUSADER OPERATING ENTITIES INCLUDING AS TO THE BUYER RELATING ADEQUACY AND ACCURACY OF ALL ESTIMATES, PROJECTIONS, FORECASTS, PLANS AND BUDGETS SO FURNISHED TO FUTURE FINANCIAL RESERVESTHEM OR THEIR REPRESENTATIVES, FUTURE REVENUESAND THAT THE CRUSADER OPERATING ENTITIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING SUCH ESTIMATES, FUTURE RESULTS OF OPERATIONS (PROJECTIONS, FORECASTS, PLANS AND BUDGETS; PROVIDED HOWEVER THAT THIS SECTION 10.21 SHALL NOT AFFECT OR ANY COMPONENT THEREOFDIMINISH THE REPRESENTATIONS SET FORTH IN SECTION 3.15(a), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANY.