Common use of No Outside Reliance Clause in Contracts

No Outside Reliance. Notwithstanding anything contained in this Agreement or the Ancillary Agreements to the contrary, each of PEGC I and PEGC I OP acknowledges and agrees that none of the Contributors’ Representative, the Contributors nor any of their Affiliates, nor any of its or their respective directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or is making, any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives), beyond those expressly given in Article II, Article III and this Article V, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies or any of their respective Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP or any of their Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the Contributors, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, Article III, this Article V, or any Ancillary Agreement. Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies and their Subsidiaries are furnished “as is”, “where is” and, subject only to the representations and warranties contained in Article II, Article III, this Article V, or any Ancillary Agreement, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article V or the Ancillary Agreements to the contraryany other provision hereof, each of PEGC I Acquiror and PEGC I OP acknowledges its Affiliates and agrees that none of the Contributors’ Representative, the Contributors nor any of their Affiliates, nor any of its or and their respective directors, officers, employees, stockholderspartners, members or Representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates or any of their respective directors, officers, employees, partners, members, agents or representatives, has made, or Representatives is making, making any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives)implied, beyond those expressly given by the Company in Article II, Article III and this Article VIV or any certificate delivered in accordance with Section 9.02(c), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies Company, and each of Acquiror and Merger Sub, on its own behalf and on behalf of their Affiliates and its and their directors, officers, employees, partnership, members or Representatives, disclaim reliance on any representations and warranties, express or implied, other than those expressly given by the Company in Article IV or any of their respective Subsidiariescertificate delivered in accordance with Section 9.02(c). Without limiting the generality of the foregoing, it is understood that any cost or other estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its Representatives) or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Acquiror or any of their its Affiliates, agents or representatives Representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, Article III, IV of this Article V, Agreement or any Ancillary Agreementcertificate delivered in accordance with Section 9.02(c). Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies and their Subsidiaries Company are furnished “as is”, “where is” and, and subject only to and except as otherwise provided in the representations and warranties contained in Article II, Article III, this Article V, IV or any Ancillary Agreementcertificate delivered in accordance with Section 9.02(c), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article IV or any other provision of this Agreement or the Ancillary Agreements to the contrary, each of PEGC I and PEGC I OP Acquiror acknowledges and agrees that none of the Contributors’ Representative, the Contributors no Seller nor any of their its Affiliates, nor any of its or their respective directors, officers, employees, stockholders, partners, members, agents members or representatives, representatives has made, or is making, any representation or warranty whatsoever, express or implied implied, except for the representations and warranties provided in this Agreement (and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representativesincluding Article III), beyond those expressly given in Article II, Article III and this Article Vany Ancillary Agreement or in any certificate delivered hereunder or thereunder, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies or any of their respective SubsidiariesCompanies. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained or posted in any “the electronic data room” room established by Sellers or their Representatives in connection with the transactions contemplated by this Agreement hosted by Xxxxxxx Corporation and made accessible to Acquiror and its Representatives or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Acquiror or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsSellers, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing foregoing, except in each case, except as may be expressly set forth case for the representations and warranties provided in Article II, this Agreement (including Article III), this Article V, or in any Ancillary AgreementAgreement or in any certificate delivered hereunder or thereunder. Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies are furnished, subject to the representations and their Subsidiaries are furnished warranties contained in this Agreement (including Article III), in any Ancillary Agreement or in any certificate delivered hereunder or thereunder, and the indemnification provisions contained in Section 7.2 or Article X, “as is”, “where is” and, subject only to the representations and warranties contained in Article II, Article III, this Article V, or any Ancillary Agreement, with all faults and without any other representation or warranty of any nature whatsoever. Notwithstanding anything to the contrary herein, nothing in this Section 4.12 shall limit the right of the Acquiror Indemnified Parties to rely on the representations, warranties, covenants and agreements expressly set forth in this Agreement, in any Ancillary Agreement or in any certificate delivered hereunder or thereunder or their rights for indemnification under Section 7.2 or Article X nor will anything in this Section 4.12 operate to limit any claim by any Acquiror Indemnified Party for fraud in connection with the transactions contemplated by this Agreement.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article V or the Ancillary Agreements to the contraryany other provision hereof, each CBAH, First Merger Sub and Second Merger Sub on behalf of PEGC I themselves (and PEGC I OP acknowledges on behalf of their Affiliates and agrees any of its and their respective directors, officers, employees, stockholders, partners, members or Representatives) acknowledge and agree that none CBAH, First Merger Sub and Second Merger Sub have made their own investigation of the Contributors’ RepresentativeCompany and that they are relying only on that investigation and the specific representations and warranties set forth in this Agreement, and not on any other representation or statement made by the Contributors nor any of their Affiliates, Company nor any of its Affiliates or any of their respective directors, officers, employees, stockholders, partners, members, agents or representativesRepresentatives, and that none of such Persons is making or has made, or is making, made any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representationimplied, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives), beyond other than those expressly given by the Company in Article II, Article III and this Article VIV, including without limitation any other implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies or any of their respective SubsidiariesCompany. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the CBAH Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by CBAH or its representatives) or reviewed by PEGC I or PEGC I OP or any of their AffiliatesCBAH, agents or representatives First Merger Sub and Second Merger Sub pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP CBAH or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, Article III, of this Article V, or any Ancillary Agreement. Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP CBAH understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies and their Subsidiaries Company are furnished “as is”, “where is” and, and subject only to and except as otherwise provided in the representations and warranties contained of the Company expressly set forth in Article II, Article III, this Article V, IV or any Ancillary Agreementcertificate delivered in accordance with Section 9.03(c), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article V or the Ancillary Agreements to the contraryany other provision hereof, each Acquiror and its Affiliates and any of PEGC I its and PEGC I OP acknowledges their respective directors, officers, employees, stockholders, partners, members or representatives, acknowledge and agrees agree that none Acquiror has made its own investigation of the Contributors’ Representative, Company and that neither the Contributors nor any of their Affiliates, Company nor any of its Affiliates or any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or representatives is making, making any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives)implied, beyond those expressly given by the Company in Article II, Article III and this Article VIV or any certificate delivered in accordance with Section 9.02(b), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies Company or any of their respective its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “"data room” " (whether or not accessed by Acquiror or its representatives) or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Acquiror or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, Article III, IV of this Article V, Agreement or any Ancillary Agreementcertificate delivered in accordance with Section 9.02(b). Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies Company and their its Subsidiaries are furnished “"as is”", “"where is” and, " and subject only to and except as otherwise provided in the representations and warranties contained in Article II, Article III, this Article V, IV or any Ancillary Agreementcertificate delivered in accordance with Section 9.02(b), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article V or the Ancillary Agreements to the contraryany other provision hereof, each of PEGC I and PEGC I OP Buyer acknowledges and agrees that none of neither the Contributors’ Representative, the Contributors Seller nor any of their its Affiliates, nor any of its or their respective directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or is making, any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP Buyer has not relied on any representation, warranty or statement of any kind by the Contributors’ RepresentativeSeller, the Contributors Company, the Subsidiaries, the Partnerships or any of their respective Affiliates or any of their respective agents or representatives), beyond those expressly given in Article II, Article III and this Article VARTICLE IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies Company, the Partnerships or any of their respective Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by PEGC I or PEGC I OP Buyer or any of their its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Buyer or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsSeller, except as expressly set forth in this Agreement, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, Article III, this Article V, or any Ancillary Agreement. Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP Buyer understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies Company, the Partnerships and their respective Subsidiaries are furnished “as is”, “where is” and, subject only to the representations and warranties contained in Article II, Article III, this Article V, or any Ancillary AgreementIV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article IV or any other provision of this Agreement or the Ancillary Agreements to the contrary, each of PEGC I Purchaser and PEGC I OP Guarantor acknowledges and agrees that none agrees, on its own behalf and on behalf of the Contributors’ RepresentativePurchaser Group, that the Contributors nor any representations and warranties made by Sellers to Purchaser and Guarantor in Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of their Affiliatesthis Agreement) (the “Express Representations”) are the sole and exclusive representations, nor any of its or their respective directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or is making, any representation or warranty whatsoever, express or implied (warranties and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement statements of any kind made to Purchaser, Guarantor or any member of the Purchaser Group and on which Purchaser, Guarantor and the Purchaser Group may rely in connection with the transactions contemplated by this Agreement. Each of Purchaser and Guarantor acknowledges and agrees, on its own behalf and on behalf of the Contributors’ RepresentativePurchaser Group, that (other than solely to the extent expressly set forth in the Express Representations) all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, including (a) with respect to the completeness or accuracy of, or any omission to state or to disclose, any information, including in the Projections, the Contributors confidential information presentation prepared by Guggenheim Securities, LLC (the “Information Presentation”), in that certain datasite administered by Box, Inc. (the “Dataroom”), any Projections or in any meetings, calls or correspondence with management of the Company and its Subsidiaries or any other Person on behalf of their Affiliates the Company, its Subsidiaries or any of their respective agents Affiliates or representatives)Advisors and (b) the historical, beyond those expressly given in Article IIcurrent or future business, Article III and this Article V, including any implied warranty or representation as to financial condition, merchantabilityresults of operations, suitability assets, liabilities, properties, contracts, or fitness for a particular purpose prospects of the Company or trade any of its Subsidiaries, or the quality, quantity or condition of the Company’s or its Subsidiaries’ assets, in each case, are specifically disclaimed by Sellers, and that neither Purchaser, Guarantor nor any member of the Purchaser Group has relied on any such representations, warranties or statements. Each of Purchaser and Guarantor acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business, financial condition, results of operations, assets, liabilities, properties, contracts and prospects of the Company and its Subsidiaries, and, in making its determination to proceed with the transactions contemplated by this Agreement, Purchaser and Guarantor have relied solely on the results of the Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, the Information Presentation, any Projections or any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise, in each case, whether written or oral, made or provided by, or as to part of, any of the assets of foregoing or the Contributed Companies Company, its Subsidiaries or any of their respective Subsidiaries. Without limiting the generality of the foregoingAffiliates or Advisors, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP or any of their Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the Contributors, and no representation or warranty is made as to the accuracy or completeness failure of any of the foregoing in each caseto disclose or contain any information, except as may be expressly to the extent express set forth in Article IIthe Express Representations (it being understood that Purchaser, Article III, this Article V, or any Ancillary AgreementGuarantor and the Purchaser Group have relied only on the Express Representations). Except as otherwise expressly set forth Nothing in this AgreementSection 4.9, each however, shall relieve the Seller Parties from any Liability on account of PEGC I and PEGC I OP understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies and their Subsidiaries are furnished “as is”, “where is” and, subject only to the representations and warranties contained in Article II, Article III, this Article V, or any Ancillary Agreement, with all faults and without any other representation or warranty of any nature whatsoeverFraud.

No Outside Reliance. Notwithstanding anything contained in this Agreement or the Ancillary Agreements to the contrary, each of PEGC I Acquiror and PEGC I OP Merger Sub (on its own behalf and on behalf of each other Acquiror Party) acknowledges and agrees that none of (a) neither the Contributors’ RepresentativeCompany, the Contributors any Seller Party nor any of their Affiliatesother Person is making any representations or warranties whatsoever, nor any of its oral or their respective directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or is making, any representation or warranty whatsoeverwritten, express or implied (and neither PEGC I nor PEGC I OP has relied on any representationimplied, warranty at law or statement of any kind by in equity, relating to or with respect to this Agreement or the Contributors’ Representativetransactions contemplated hereby to Acquiror, the Contributors Merger Sub or any of their Affiliates or any of their respective agents or representatives), other Acquiror Party beyond those expressly given in Article IIIV (as qualified by the Schedules), any Letter of Transmittal and the certificate contemplated by Section 9.2(c), (b) it is not relying and has not relied on any representations or warranties and hereby expressly disclaims any representations or warranties other than those representations and warranties expressly given in Article III IV (as qualified by the Schedules), any Letter of Transmittal and this the certificate contemplated by Section 9.2(c), (c) except for the representations and warranties expressly given in Article VIV (as qualified by the Schedules), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any Letter of Transmittal and the assets of the Contributed Companies or any of their respective Subsidiaries. Without limiting the generality of the foregoingcertificate contemplated by Section 9.2(c), it is understood that not relying and has not relied on any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP or any of their Affiliates, agents or representatives are not and will not be deemed to be representations or warranties made by any Person in respect of (i) the assets and the business of the Contributors’ Representative Company or the Contributors, and no representation its Subsidiaries or warranty is made as to (ii) the accuracy or completeness of any financial information, financial projections, forecasts, budgets, confidential information memorandum or any other document or information made available to any Acquiror Party or any other Person (including information in the Data Room or provided in any formal or informal management presentation), and (d) it (i) has conducted to its satisfaction its own independent investigation, review and analysis of the foregoing in each casebusiness, except as may be expressly set forth in Article II, Article III, this Article V, or any Ancillary Agreement. Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP understands and agrees that any inventory, equipment, vehiclesoperations, assets, properties liabilities, results of operations, financial condition, technology and business prospects of the Contributed Companies business and their operations of the Company and its Subsidiaries are furnished “and (ii) is an informed and sophisticated Person, and has engaged advisors experienced in the evaluation and purchase of companies such as is”, “where is” and, subject only to the representations Company and warranties contained in Article II, Article III, this Article V, or any Ancillary Agreement, with all faults and without any other representation or warranty the Subsidiaries of any nature whatsoeverthe Company as contemplated hereunder.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article V or the Ancillary Agreements to the contraryany other provision hereof, each of PEGC I Buyer, Merger Sub and PEGC I OP acknowledges and agrees that none of the Contributors’ Representative, the Contributors nor any of their Affiliates, nor any of its or their respective directors, officers, employees, stockholders, partners, membersmembers or representatives acknowledge and agree that Buyer and Merger Sub have made their own investigation of the Company and the Company’s Subsidiaries and that neither the Company, nor any of its Affiliates, nor any of their respective agents or representatives, has made, or is making, any representation or warranty whatsoever, express or implied (and neither PEGC I Buyer nor PEGC I OP Merger Sub has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors Company or any of their its Affiliates or any of their respective its agents or representatives), beyond those expressly given in Article II, Article III and this Article VIV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies Company or any of their respective its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by PEGC I or PEGC I OP Buyer, Merger Sub or any of their respective Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Buyer, Merger Sub or any of their respective Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, Article III, this Article V, or any Ancillary Agreement. Except as otherwise expressly set forth in this Agreement, each of PEGC I Buyer and PEGC I OP Merger Sub understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies Company and their its Subsidiaries are furnished “as is”, “where is” and, subject only to the representations and warranties contained in Article II, Article III, this Article V, or any Ancillary AgreementIV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article V or the Ancillary Agreements to the contraryany other provision hereof, each Acquiror and its Affiliates and any of PEGC I its and PEGC I OP acknowledges their respective directors, officers, employees, stockholders, partners, members or representatives, acknowledge and agrees agree that none Acquiror has made its own investigation of the Contributors’ Representative, Company and that neither the Contributors nor any of their Affiliates, Company nor any of its Affiliates or any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or representatives is making, making any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives)implied, beyond those expressly given by the Company in Article II, Article III and this Article VIV or any certificate delivered in accordance with Section 9.02(b), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies Company or any of their respective its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Acquiror or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, Article III, IV of this Article V, Agreement or any Ancillary Agreementcertificate delivered in accordance with Section 9.02(b). Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies Company and their its Subsidiaries are furnished “as is”, “where is” and, and subject only to and except as otherwise provided in the representations and warranties contained in Article II, Article III, this Article V, IV or any Ancillary Agreementcertificate delivered in accordance with Section 9.02(b), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement ARTICLE V or the Ancillary Agreements to the contraryany other provision hereof, each of PEGC I SPAC and PEGC I OP acknowledges its Affiliates and agrees that none of the Contributors’ Representative, the Contributors nor any of its and their Affiliatesrespective directors, officers, employees, stockholders, partners, members or Representatives, acknowledge and agree that SPAC has made its own investigation of Florida and that neither Florida nor any of its Affiliates or any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or Representatives is making, making any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives)implied, beyond those expressly given by Florida in Article II, Article III and this Article VARTICLE IV or any certificate delivered in accordance with Section 8.02(a), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Florida or the Contributed Companies or any of their respective Florida Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules Florida Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by SPAC or its Representatives) or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives SPAC pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP SPAC or any of their its Affiliates, agents or representatives Representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsFlorida, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, Article III, this Article V, ARTICLE IV or any Ancillary Agreementcertificate delivered in accordance with Section 8.02(a). Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP SPAC understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies and their Subsidiaries Florida Entities are furnished “as is”, “where is” and, and subject only to and except as otherwise provided in the representations and warranties contained in Article II, Article III, this Article V, ARTICLE IV or any Ancillary Agreementcertificate delivered in accordance with Section 8.02(a), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article V or the Ancillary Agreements to the contraryany other provision hereof, each of PEGC I SPAC and PEGC I OP acknowledges and agrees that none of the Contributors’ Representative, the Contributors nor any of their Affiliates, nor any of its or their respective directors, managers, officers, employees, stockholdersequityholders, partners, membersmembers or Representatives, acknowledge and agree that SPAC has made its own investigation of the Company, Merger Sub and MultiplAI and that neither the Company, Merger Sub, MultiplAI nor any of its Affiliates, agents or representatives, has made, or Representatives is making, making any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives), beyond other than those expressly given by the Company in Article IIIV, Merger Sub in Article III VII and this MultiplAI in Article VVI and Section 9.1 of the MultiplAI Share Purchase Agreement), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies Company, Merger Sub, MultiplAI or any of their respective Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained provided by the Company, Merger Sub or referred to in the Schedules or elsewhereMultiplAI, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives SPAC pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP SPAC or any of their Affiliates, agents its Affiliates or representatives Representatives are not and will not be deemed not to be representations or warranties of the Contributors’ Representative or the ContributorsCompany, Merger Sub and MultiplAI, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, Article III, this Article V, Agreement or any Ancillary Agreementthe other Transaction Documents. Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP SPAC understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies Company, Merger Sub, MultiplAI and their Subsidiaries are furnished “as is”, ,” “where is” and, and subject only to and except as otherwise provided in the representations and warranties contained in Article IIIV, Article IIIVI, this Article V, or any Ancillary VII and in Section 9.1 of the MultiplAI Share Purchase Agreement, with all faults and without any other representation or warranty of any nature whatsoever. Notwithstanding anything herein to the contrary, nothing in this Section 5.24 shall be deemed or construed to preclude or in any way limit any claim for fraud.

No Outside Reliance. Notwithstanding anything contained in this Article IV or any other provision of this Agreement or the Ancillary Agreements to the contrary, each of PEGC I and PEGC I OP such Purchaser acknowledges and agrees that none of it is relying upon its own inspection, investigation and analysis in purchasing the Contributors’ RepresentativeAcquired Assets and assuming the Assumed Liabilities and is not relying in any way upon any representations, the Contributors nor any of their Affiliateswarranties, nor any of its agreements, cost information, studies, reports, descriptions, guidelines or their respective directors, officers, employees, stockholders, partners, members, agents other information or representatives, has made, or is making, any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement of any kind material furnished by the Contributors’ Representative, the Contributors Secured Party or any of their Affiliates Debtor or any of their respective agents Affiliates or representatives), beyond those whether oral or written, express or implied, of any nature whatsoever regarding any such matters. There is no warranty relating to title, possession, quiet enjoyment, or the like in this disposition. The Acquired Assets are being sold “AS IS,” “WHERE IS” and “WITH ALL FAULTS” in their state and condition at the Closing. Such Purchaser acknowledges that neither the Secured Party nor any Debtor makes any express, and expressly given in Article IIdisclaims any implied, Article III and this Article Vrepresentations or warranties, including any implied warranty or representation as to condition, merchantability, suitability warranties of merchantability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies or any of their respective Subsidiaries. Without limiting the generality of the foregoingpurpose, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP or any of their Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the Contributors, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article IIwith respect to the Acquired Assets, Article IIIthe Secured Party, this Article Vthe Debtors, or any Ancillary Agreement. Except as otherwise expressly set forth in this AgreementAssumed Liabilities, each of PEGC I and PEGC I OP understands and agrees that any inventory, equipment, vehicles, assets, properties and the business of the Contributed Companies and their Subsidiaries are furnished “as is”Debtors, “where is” andthe transactions contemplated hereby, subject only to the representations and warranties contained in Article IIsuccess, Article III, this Article V, profitability or value of the Acquired Assets or the business conducted by the Debtors or any Ancillary Agreementother matter, with all faults and without whether written or oral or at law or in equity, whether made by or on behalf of the Secured Party, any Debtor or any other representation Person. Such Purchaser acknowledges that the Secured Party hereby expressly disclaims all Liability and responsibility for all projections, forecasts, estimates, appraisals, statements, promises, advice, date or warranty information made, communicated or furnished, orally or in writing (including electronically) to such Purchaser or any of any nature whatsoeversuch Purchaser’s Affiliates or representatives, including omissions therefrom.

No Outside Reliance. Except as provided in this Article IV, none of the Parent, Buyer, nor any of their Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever on behalf of the Parent and Buyer to the Sellers or their respective Affiliates, respective directors, managers, officers, employees, equityholders, partners, members or representatives (including any estimates, projections, forecasts, plans, budgets or other forward-looking statements, whether in relation to financial matters or anything else). Notwithstanding anything contained in this Agreement Article IV or the Ancillary Agreements to the contraryany other provision hereof, each of PEGC I Parent and PEGC I OP acknowledges Buyer acknowledge and agrees agree that none of the Contributors’ RepresentativeSellers, the Contributors Company nor any of their Affiliates, nor any of its or and their respective directors, officers, employees, stockholdersequityholders, partners, members, agents or representatives, has made, or is making, any representation or warranty whatsoeverwhatsoever on behalf of the Sellers, express or implied (and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives)implied, beyond those expressly given in Article II, Article III and this Article Vin the other Transaction Documents, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Purchased Assets, Assumed Liabilities or the Contributed Companies or any of their respective SubsidiariesBusiness. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or Annexes, or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by PEGC I or PEGC I OP Parent, Buyer or any of their Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Parent, Buyer or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative Company or the Contributorsany Seller, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each caseforegoing, except as may be expressly set forth in Article II, Article III, this Article V, or any Ancillary Agreement. Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies and their Subsidiaries are furnished “as is”, “where is” and, subject only to the representations and warranties contained in Article II, Article III, this Article V, or any Ancillary Agreement, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article V or the Ancillary Agreements to the contraryany other provision hereof, each of PEGC I Buyer and PEGC I OP acknowledges and agrees that none of the Contributors’ Representative, the Contributors nor any of their Affiliates, nor any of its or their respective directors, officers, employees, stockholders, partners, membersmembers or representatives, acknowledge and agree that Buyer has made its own investigation of the Company and that neither Seller nor any of its Affiliates, agents or representatives, has made, or representatives is making, making any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives)implied, beyond those expressly given in Article II, (i) Article III and this Article VIV, (ii) any certificate delivered pursuant to Section 9.2(d) and (iii) any other Transaction Document, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies Company or any of their respective its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives Buyer pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Buyer or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsSeller, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, Article III, this Article V, or any Ancillary Agreement. Except as otherwise expressly set forth in (i) this Agreement, each of PEGC I (ii) any certificate delivered pursuant to Section 9.2(d) and PEGC I OP (iii) any other Transaction Document, Buyer understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies Company and their its Subsidiaries are furnished “as is”, “where is” and, and subject only to the representations and warranties contained in Article II, Article III, this Article V, or any Ancillary AgreementIV, with all faults and without any other representation or warranty of any nature whatsoever. Notwithstanding the foregoing, nothing herein shall limit Buyer’s recourse in respect of claims for fraud.

No Outside Reliance. Notwithstanding anything contained in this Agreement or Each of the Ancillary Agreements Buyer, Merger Sub I and Merger Sub II LLC acknowledges that it and its Representatives have been permitted satisfactory access to the contrarybooks and records, each facilities, equipment, Tax Returns, contracts, insurance policies (or summaries thereof) and other properties and assets of PEGC the Company and the Company Subsidiaries that it and its Representatives have desired or requested to see or review, and that it and its Representatives have had a satisfactory opportunity to meet with the officers and employees of the Company and the Company Subsidiaries to discuss the business of the Company and the Company Subsidiaries. Each of the Buyer, Merger Sub I and PEGC I OP Merger Sub II LLC acknowledges and agrees that none of the Contributors’ RepresentativeSeller, the Contributors nor Company, the Seller’s Representative or any of their Affiliates, nor any of its or their respective directors, officers, employees, stockholders, partners, members, agents or representatives, other Person has made, or is making, made any representation or warranty whatsoeverwarranty, express or implied (and neither PEGC I nor PEGC I OP has relied on any representationimplied, warranty written or statement of any kind by the Contributors’ Representativeoral, the Contributors or any of their Affiliates or any of their respective agents or representatives), beyond those expressly given in Article II, Article III and this Article V, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies or any of their respective Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP or any of their Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the Contributors, and no representation or warranty is made as to the accuracy or completeness of any information that the Company and the Company Subsidiaries furnished or made available to the Buyer, Merger Sub I, Merger Sub II LLC or any of the foregoing in each casetheir respective Representatives, except as may be expressly set forth in Article II, Article III, this Article V, or any Ancillary Agreement. Except as otherwise expressly set forth in Articles 4 and 5 of this Agreement, and none of the Seller, the Company, the Seller’s Representative or any other Person (including any officer, director, employee, member or partner of the Seller or the Seller’s Representative) shall have or be subject to any liability (whether in contract or tort, under applicable securities Laws or otherwise) to the Buyer, Merger Sub I, Merger Sub II LLC or any other Person, based upon any information, documents or materials made available to the Buyer, Merger Sub I or Merger Sub II LLC or resulting from the use by the Buyer, Merger Sub I or Merger Sub II LLC of any information, documents or material made available to the Buyer, Merger Sub I or Merger Sub II LLC, in each case in any “data rooms,” management presentations, due diligence or in any other form in expectation of PEGC the transactions contemplated hereby. Each of the Buyer, Merger Sub I and PEGC I OP understands Merger Sub II LLC acknowledges that, should the Closing occur, the Buyer shall acquire the Company and agrees that the Company Subsidiaries without any inventory, equipment, vehicles, representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, properties and business of the Contributed Companies and their Subsidiaries are furnished in an “as is”, ” condition and on a “where is” andbasis, subject only except as otherwise expressly represented or warranted in Articles 4 and 5 of this Agreement; provided, however, that nothing in this Section 6.20 is intended to limit or modify the representations and warranties contained in Article IIArticles 4 and 5 which the Company and the Seller acknowledge Buyer, Article IIIMerger Sub I and Merger Sub II are relying on in executing and delivering this Agreement. Each of the Buyer, this Article VMerger Sub I and Merger Sub II LLC acknowledges that, or any Ancillary Agreementexcept for the representations and warranties contained in Articles 4 and 5, with all faults and without neither the Company, the Seller, the Seller’s Representative nor any other Person has made, and the Buyer, Merger Sub I and Merger Sub II LLC have not relied on, any other express or implied representation or warranty by or on behalf of the Company, the Seller or the Seller’s Representative, including any nature whatsoeverimplied representation or warranty as to value, condition, capacity, merchantability, environmental condition or suitability. Each of the Buyer, Merger Sub I and Merger Sub II LLC acknowledges that none of the Company, the Seller, the Seller’s Representative, nor any other Person, directly or indirectly, has made, and the Buyer, Merger Sub I and Merger Sub II LLC have not relied on, any representation or warranty regarding the pro-forma financial information, budgets, estimates, projections, business plans, forecasts or other forward-looking statements of the Company or any Company Subsidiary (including the reasonableness of the assumptions underlying such information, budgets, estimates, projections, business plans, forecasts or forward-looking statements), and neither the Buyer, Merger Sub I nor Merger Sub II LLC will make or have any claim with respect thereto. Notwithstanding the foregoing, this Section 6.20 shall not (and shall not be deemed to) limit any claim based on Fraud.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article V or the Ancillary Agreements to the contraryany other provision hereof, each of PEGC I Purchaser, and PEGC I OP acknowledges and agrees that none of the Contributors’ Representative, the Contributors nor any of their Affiliates, nor any of its or their respective directors, officers, employees, stockholders, partners, membersmembers or representatives, acknowledge and agree that Purchaser has made its own investigation of the Target Companies and that none of the Target Companies nor any of their respective Affiliates, agents or representatives, has made, or representatives is making, making any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives)implied, beyond those expressly given in Article IIIII, Article III IV and this Article Vin any documents delivered by or on behalf of Sellers or the Target Companies at Closing, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets Assets of any of the Contributed Companies or any of their respective SubsidiariesTarget Companies. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules Disclosure Schedule or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by PEGC I Purchaser or PEGC I OP or any of their Affiliates, agents or representatives its Affiliates pursuant to the Confidentiality Non-Disclosure Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Purchaser or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of any of the Contributors’ Representative Target Companies, Sellers or the Contributorsany their respective Affiliates, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, Article III, this Article V, or any Ancillary Agreement. Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP Purchaser understands and agrees that any inventory, equipment, vehicles, assetsAssets, properties and business Business of the Contributed Target Companies and their Subsidiaries are furnished “as is”, ,” “where is” and, and subject only to the representations and warranties contained in Article IIIII, Article III, this Article V, IV and in any documents delivered by or any Ancillary Agreementon behalf of Sellers or the Target Companies at Closing, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article IV or any other provision of this Agreement or the Ancillary Agreements to the contrary, each of PEGC I and PEGC I OP Purchaser acknowledges and agrees that none agrees, on its own behalf and on behalf of the Contributors’ RepresentativePurchaser Group, that the Contributors nor any representations and warranties made by Seller to Purchaser in Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of their Affiliatesthis Agreement) (the “Express Representations”) are the sole and exclusive representations, nor any of its or their respective directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or is making, any representation or warranty whatsoever, express or implied (warranties and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement statements of any kind made to Purchaser or any member of the Purchaser Group and on which Purchaser and the Purchaser Group may rely in connection with the transactions contemplated by this Agreement. Purchaser acknowledges and agrees, on its own behalf and on behalf of the Contributors’ RepresentativePurchaser Group, that (other than solely to the extent expressly set forth in the Express Representations) all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, including (a) with respect to the completeness or accuracy of, or any omission to state or to disclose, any information, including in the Projections, the Contributors confidential information presentation prepared by Xxxxx Xxxxxxx & Co. (the “Information Presentation”), in that certain datasite administered by Donnelley Financial Solutions (the “Dataroom”), any Projections or in any meetings, calls or correspondence with management of the Company and its Subsidiaries or any other Person on behalf of their Affiliates the Business or the Company, its Subsidiaries or any of their respective agents Affiliates or representatives)Advisors and (b) the historical, beyond those expressly given in Article IIcurrent or future business, Article III and this Article V, including any implied warranty or representation as to financial condition, merchantabilityresults of operations, suitability assets, liabilities, properties, contracts, or fitness for a particular purpose prospects of the Business or trade the Company or any of its Subsidiaries, or the quality, quantity or condition of the Business’s or the Company’s or its Subsidiaries’ assets, in each case, are specifically disclaimed by Seller, and that neither Purchaser nor any member of the Purchaser Group has relied on any such representations, warranties or statements. Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business, financial condition, results of operations, assets, liabilities, properties, contracts and prospects of the Business, and, in making its determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied solely on the results of the Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, the Information Presentation, any Projections or any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise, in each case, whether written or oral, made or provided by, or as to part of, any of the assets of foregoing or the Contributed Companies Company, its Subsidiaries or any of their respective Subsidiaries. Without limiting the generality of the foregoingAffiliates or Advisors, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP or any of their Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the Contributors, and no representation or warranty is made as to the accuracy or completeness failure of any of the foregoing in each caseto disclose or contain any information, except as may be expressly to the extent express set forth in Article II, Article III, this Article V, or any Ancillary Agreement. Except as otherwise expressly set forth in this Agreement, each of PEGC I the Express Representations (it being understood that Purchaser and PEGC I OP understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies and their Subsidiaries are furnished “as is”, “where is” and, subject Purchaser Group have relied only to on the representations and warranties contained in Article II, Article III, this Article V, or any Ancillary Agreement, with all faults and without any other representation or warranty of any nature whatsoeverExpress Representations).

No Outside Reliance. Notwithstanding anything contained in this Agreement Article V or the Ancillary Agreements to the contraryany other provision hereof, each of PEGC I Buyer and PEGC I OP acknowledges Merger Sub acknowledge and agrees agree that none of neither the Contributors’ Representative, the Contributors Company nor any of their its Affiliates, nor any of its or their respective managers, directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or is making, any representation or warranty whatsoever, oral or written, express or implied (and neither PEGC I Buyer nor PEGC I OP Merger Sub has relied on any representation, warranty or other statement of any kind by the Contributors’ Representative, the Contributors Company or any of their Affiliates its Affiliates, or any of its or their respective managers, directors, officers, employees, stockholders, partners, members, agents or representatives), beyond those expressly given in Article II, Article III this Agreement and this Article Vin the Schedules, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies Company or any of their respective its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by PEGC I or PEGC I OP Buyer or any of their its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations or due diligence discussions that have been or shall hereafter be provided to PEGC I or PEGC I OP engaged in with Buyer or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article IIthis Agreement and in the Schedules; provided, Article IIIhowever, that nothing in this Article V, Section 5.10 or elsewhere in this Agreement or in the Schedules will limit any Ancillary Agreementremedy Buyer may have for Fraud. Except as otherwise expressly set forth in this Agreement, each of PEGC I Buyer and PEGC I OP Merger Sub understands and agrees that that, should the Closing occur, any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies Company and their its Subsidiaries are furnished “as is”, ,” “where is” and, subject only to the representations and warranties contained in Article II, Article III, this Article V, or any Ancillary AgreementIV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article IV or the Ancillary Agreements to the contraryany other provision hereof, each of PEGC I Acquiror Party, on its own behalf and PEGC I OP acknowledges and agrees that none of the Contributors’ Representative, the Contributors nor any of their Affiliates, nor any on behalf of its or Affiliates (including Sponsor) and on behalf of its and their respective directors, managers, officers, employeesemployees and equityholders, stockholdersacknowledge and agree that (i) such Person has made its own investigation of the Company and its Subsidiaries and has been furnished with or given access to such documents and information about the Company and its Subsidiaries and their businesses and operations as such Person has deemed necessary to enable it to make an informed decision with respect to the execution, partnersdelivery and performance of this Agreement, members, agents or representatives, has made, or the other Transaction Agreements and the transactions contemplated hereby and thereby and (ii) that neither the Company nor any other Person is making, making any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representationimplied, warranty in respect of the Company, its Subsidiaries or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents businesses or representatives), operation beyond those expressly given made by the Company in Article II, Article III and this Article VIV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies Company or any of their respective its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its Representatives, or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Acquiror or any of their its Affiliates, agents or representatives Representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article IIIV. Acquiror understands, Article III, this Article V, or any Ancillary Agreement. Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP understands acknowledges and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies Company and their its Subsidiaries are furnished “as is”, “where is” and, subject only to the representations and warranties contained in Article II, Article III, this Article V, or any Ancillary Agreement, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement ARTICLE IV or the Ancillary Agreements to the contraryany other provision of this Agreement, each of PEGC I the Purchaser and PEGC I OP each of the Merger Subs acknowledges and agrees that none of neither the Contributors’ RepresentativeSeller Parties, the Contributors Acquired Companies nor any of their Affiliates, nor any of its or their respective directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or is making, any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives), beyond those expressly given in Article II, Article III and this Article V, including (x) any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies Seller Parties or any of their respective Subsidiaries. Without limiting the generality of the foregoing, it is understood that Acquired Companies and (y) any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewherepredictions, as well as any information, documents documents, or other materials (including any such materials contained in any “data room” or reviewed by PEGC I or PEGC I OP the Purchaser or any of their its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter that may be provided to PEGC I the Purchaser or PEGC I OP any of its Affiliates, agents or representatives), and neither the Purchaser nor any of the Merger Subs has relied on any representation or warranty by the Seller Parties or any of their AffiliatesAffiliates or any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the Contributors, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, Article III, this Article V, or any Ancillary Agreement. Except as otherwise beyond those expressly set forth in this Agreement, each of PEGC I Agreement and PEGC I OP understands the certificates and agrees other agreements contemplated by this Agreement and thereby. Any claims that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies and their Subsidiaries are furnished “as is”, “where is” and, subject only to Purchaser or the Merger Subs may have for breach of representation or warranty shall be based solely on the representations and warranties contained of the Seller Parties and the Acquired Companies set forth in Article II, Article III, ARTICLE III and the certificates and other agreements contemplated by this Article V, or any Ancillary Agreement, with all faults Agreement and without any other representation or warranty of any nature whatsoeverthereby.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article VI or the Ancillary Agreements to the contraryany other provision hereof, each of PEGC I Buyer and PEGC I OP Merger Sub acknowledges and agrees that none of neither the Contributors’ Representative, the Contributors Company nor any of their its Affiliates, nor any of its or their respective directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or is making, any representation or warranty whatsoever, express or implied (and neither PEGC I Buyer nor PEGC I OP Merger Sub has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors Company or any of their its Affiliates or any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives), beyond those expressly given in Article II, Article III this Agreement and this Article Vin any Member Acknowledgement, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies Company or any of their respective Subsidiariesits Subsidiaries (including the Vessels). Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by PEGC I or PEGC I OP Buyer or any of their its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations regarding the Company and its Subsidiaries that have been or shall hereafter be provided to PEGC I or PEGC I OP Buyer or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each caseforegoing, except as may be expressly set forth in Article II, Article III, this Article V, or Agreement and in any Ancillary AgreementMember Acknowledgement. Except as otherwise expressly set forth in this Agreement, each Each of PEGC I Buyer and PEGC I OP Merger Sub understands and agrees that that, except for the representations and warranties of the Company in this Agreement and in any Member Acknowledgement, any inventory, equipment, vehicles, vessels (including the Vessels), assets, properties and business of the Contributed Companies Company and their its Subsidiaries are furnished “as is”, “where is” and, subject only to the representations and warranties contained in Article II, Article III, this Article V, or Agreement and in any Ancillary AgreementMember Acknowledgement, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement Section 5.11 or the Ancillary Agreements to the contraryany other provision hereof, each of PEGC I RMG II and PEGC I OP acknowledges and agrees that none of the Contributors’ Representative, the Contributors nor any of their Affiliates, nor any of its or their respective directors, officers, employees, stockholders, partners, membersmembers and representatives, acknowledges and agrees that RMG II has made its own investigation of the Company and the Major Shareholders and that neither the Company, the Major Shareholders nor any of their respective Affiliates, agents or representatives, has made, or representatives is making, making any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives)implied, beyond those expressly given by the Company in Article II, IV and the Major Shareholders in Article III and this Article VVII, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies Company or any of their respective Subsidiariesits Subsidiaries or the Major Shareholders. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by RMG II or its Representatives) or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives RMG II pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP RMG II or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative Company or any of the ContributorsMajor Shareholders, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, IV and Article III, VII of this Article V, or any Ancillary Agreement. Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP RMG II understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies Company and their its Subsidiaries are furnished “as is”, “where is” and, subject only to except as otherwise provided in the representations and warranties contained in Article II, Article III, this Article V, or any Ancillary AgreementIV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article V or the Ancillary Agreements to the contraryany other provision hereof, each of PEGC I Acquiror and PEGC I OP acknowledges its Affiliates and agrees that none of the Contributors’ Representative, the Contributors nor any of their Affiliates, nor any of its or and their respective directors, officers, employees, stockholderspartners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates or any of their respective directors, officers, employees, partners, members, agents or representatives, has made, or representatives is making, making any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives)implied, beyond those expressly given by the Company in Article II, Article III and this Article VIV or any certificate delivered in accordance with Section 9.02(b), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies Company, and each of Acquiror and each Merger Sub, on its own behalf and on behalf of their Affiliates and its and their directors, officers, employees, partnership, members or representatives, disclaim reliance on any representations and warranties, express or implied, other than those expressly given by the Company in Article IV or any of their respective Subsidiariescertificate delivered in accordance with Section 9.02(b). Without limiting the generality of the foregoing, it is understood that any cost or other estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Acquiror or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, Article III, IV of this Article V, Agreement or any Ancillary Agreementcertificate delivered in accordance with Section 9.02(b). Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies and their Subsidiaries Company are furnished “as is”, “where is” and, and subject only to and except as otherwise provided in the representations and warranties contained in Article II, Article III, this Article V, IV or any Ancillary Agreementcertificate delivered in accordance with Section 9.02(b), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement or the Ancillary Agreements The Company acknowledges that it and its Representatives have been permitted satisfactory access to the contrarybooks and records, each of PEGC I facilities, equipment, Tax Returns, contracts, insurance policies (or summaries thereof) and PEGC I OP acknowledges other properties and agrees that none assets of the Contributors’ RepresentativeBuyer that it, the Contributors Company Subsidiaries and their respective Representatives have desired or requested to see or review, and that it, the Company Subsidiaries and their respective Representatives have had a satisfactory opportunity to meet with the officers and employees of the Buyer to discuss the business of the Buyer. The Company acknowledges that neither the Buyer nor any of their Affiliates, nor any of its or their respective directors, officers, employees, stockholders, partners, members, agents or representatives, other Person has made, or is making, made any representation or warranty whatsoeverwarranty, express or implied (and neither PEGC I nor PEGC I OP has relied on any representationimplied, warranty written or statement of any kind by the Contributors’ Representativeoral, the Contributors or any of their Affiliates or any of their respective agents or representatives), beyond those expressly given in Article II, Article III and this Article V, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies or any of their respective Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP or any of their Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the Contributors, and no representation or warranty is made as to the accuracy or completeness of any information that the Buyer furnished or made available to the Company, the Company Subsidiaries or any of the foregoing in each casetheir respective Representatives, except as may be expressly set forth in Article II, Article III, this Article V, or any Ancillary Agreement. Except as otherwise expressly set forth in 6 of this Agreement, and neither the Buyer nor any other Person (including any officer, director, employee, member or partner of Buyer) shall have or be subject to any liability (whether in contract or tort, under applicable securities Laws or otherwise) to the Company or any Company Subsidiary, based upon any information, documents or materials made available to the Company or any Company Subsidiary or resulting from the use by the Company or any Company Subsidiary of any information, documents or material made available to the Company or any Company Subsidiary, in each of PEGC I and PEGC I OP understands and agrees that case in any inventory“data rooms,” management presentations, equipment, vehicles, assets, properties and business due diligence or in any other form in expectation of the Contributed Companies and their Subsidiaries are furnished “as is”transactions contemplated hereby; provided, “where is” andhowever, subject only that nothing in this Section 5.25 is intended to limit or modify the representations and warranties contained in Article II6 which the Buyer acknowledges the Company is relying on in executing and delivering this Agreement. The Company acknowledges that, except for the representations and warranties contained in Article III6, this Article V, or any Ancillary Agreement, with all faults and without neither the Buyer nor any other Person has made, and the Company has not relied on, any other express or implied representation or warranty by or on behalf of the Buyer, including any nature whatsoeverimplied representation or warranty as to value, condition, capacity, merchantability, environmental condition or suitability. The Company acknowledges that neither the Buyer nor any other Person, directly or indirectly, has made, and the Company and Company Subsidiaries have not relied on, any representation or warranty regarding the pro-forma financial information, budgets, estimates, projections, business plans, forecasts or other forward-looking statements of the Buyer (including the reasonableness of the assumptions underlying such information, budgets, estimates, projections, business plans, forecasts or forward-looking statements), and neither the Company nor any Company Subsidiary will make or have any claim with respect thereto. Notwithstanding the foregoing, this Section 5.25 shall not (and shall not be deemed to) limit any claim based on Fraud.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article V or the Ancillary Agreements to the contraryany other provision hereof, each of PEGC I Buyer and PEGC I OP acknowledges Merger Sub acknowledge and agrees agree that none of neither the Contributors’ Representative, the Contributors Company nor any of their its Affiliates, nor any of its or their respective managers, directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or is making, any representation or warranty whatsoever, oral or written, express or implied (and neither PEGC I Buyer nor PEGC I OP Merger Sub has relied on any representation, warranty or other statement of any kind by the Contributors’ Representative, the Contributors Company or any of their Affiliates its Affiliates, or any of its or their respective managers, directors, officers, employees, stockholders, partners, members, agents or representatives), beyond those expressly given in Article II, Article III and this Article VIV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies Company or any of their respective its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by PEGC I or PEGC I OP Buyer or any of their its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations or due diligence discussions that have been or shall hereafter be provided to PEGC I or PEGC I OP engaged in with Buyer or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, Article III, this Article V, or any Ancillary Agreement. Except as otherwise expressly set forth in this Agreement, each of PEGC I Buyer and PEGC I OP Merger Sub understands and agrees that that, should the Closing occur, any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies Company and their its Subsidiaries are furnished “as is”, ,” “where is” and, subject only to the representations and warranties contained in Article II, Article III, this Article V, or any Ancillary AgreementIV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article V or the Ancillary Agreements to the contraryany other provision hereof, each Acquiror and Merger Sub and its other Affiliates and any of PEGC I its and PEGC I OP acknowledges their respective directors, officers, employees, stockholders, partners, members or Representatives, acknowledge and agrees agree that none Acquiror and Mxxxxx Sub have made their own investigation of the Contributors’ RepresentativeCompany and that they are relying only on that investigation and the specific representations and warranties set forth in this Agreement, and not on any other representation or statement made by the Contributors nor any of their Affiliates, Company nor any of its Affiliates or any of their respective directors, officers, employees, stockholders, partners, members, agents or representativesRepresentatives, and that none of such persons is making or has made, or is making, made any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representationimplied, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives), beyond other than those expressly given by the Company in Article II, Article III and this Article VIV, including without limitation any other implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies or any of their respective SubsidiariesCompany. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Acquiror and Merger Sub Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives Acquiror and Merger Sub pursuant to the Confidentiality Nondisclosure Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Acquiror or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, Article III, IV of this Article V, or any Ancillary Agreement. Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies and their Subsidiaries Company are furnished “as is”, “where is” and, and subject only to and except as otherwise provided in the representations and warranties contained of the Company expressly set forth in Article II, Article III, this Article V, IV or any Ancillary Agreementcertificate delivered in accordance with Section 9.02(c), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement Section 5.11 or the Ancillary Agreements to the contraryany other provision hereof, each Acquiror and its Affiliates and any of PEGC I its and PEGC I OP acknowledges their respective directors, officers, employees, stockholders, partners, members or representatives, acknowledge and agrees agree that none Acquiror has made its own investigation of the Contributors’ RepresentativeCompany and the Company Subsidiaries, and that neither the Contributors nor any of their Affiliates, Company nor any of its Affiliates or any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or representatives is making, making any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives)implied, beyond those expressly given by the Company in Article II, Article III and this Article V, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies or any of their respective SubsidiariesIV. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Acquiror Disclosure Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Acquiror or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article IIIV of this Agreement. Acquiror further acknowledges and agrees that (x) the only representations and warranties made by the Company are the representations and warranties expressly set forth in Article IV (as modified by the Acquiror Disclosure Schedules) and Acquiror has not relied upon any other express or implied representations, Article IIIwarranties or other projections, this Article Vforecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished by or on behalf of the Company or any of their respective Affiliates or Representatives or any other Person, including any projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished by or through the Company’s Representatives, or management presentations, data rooms (electronic or otherwise) or other due diligence information, and that Acquiror will not have any Ancillary Agreementright or remedy arising out of any such representation, warranty or other projections, forecasts, estimates, appraisals, statements, promises, advice, data or information, and (y) any claims Acquiror may have for breach of any representation or warranty shall be based solely on the representations and warranties of the Company expressly set forth in Article IV (as modified by the Acquiror Disclosure Schedules). Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies Company and their the Company Subsidiaries are furnished “as is”, “where is” and, and subject only to and except as otherwise provided in the representations and warranties contained in Article II, Article III, this Article V, IV or any Ancillary Agreementcertificate delivered in accordance with Section 9.03(a)(vi), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article IV or the Ancillary Agreements to the contraryany other provision hereof, each of PEGC I Acquiror and PEGC I OP acknowledges its Affiliates and agrees that none of the Contributors’ Representative, the Contributors nor any of their Affiliates, nor any of its or and their respective directors, officers, employees, stockholderspartners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and its Subsidiaries and that neither the Company nor any of its Affiliates or any of their respective directors, officers, employees, partners, members, agents or representatives, has made, or Representatives is making, making any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives)implied, beyond those expressly given by the Company in Article II, Article III and this Article Vor any certificate delivered in accordance with Section 8.02(d), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies Company and its Subsidiaries, and each of the Acquiror Parties, on its own behalf and on behalf of their Affiliates and its and their directors, officers, employees, partnership, members or Representatives, disclaim reliance on any representations and warranties, express or implied, other than those expressly given by the Company in Article III or any of their respective Subsidiariescertificate delivered in accordance with Section 8.02(d). Without limiting the generality of the foregoing, it is understood that any cost or other estimates, financial or other projections or other predictions that may be contained or referred to in the Acquiror Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Acquiror or any of its Affiliates or their Affiliates, agents or representatives respective Representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, Article III, III of this Article V, Agreement or any Ancillary Agreementcertificate delivered in accordance with Section 8.02(d). Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies Company and their its Subsidiaries are furnished “as is”, “where is” and, and subject only to and except as otherwise provided in the representations and warranties contained in Article II, Article III, this Article V, III or any Ancillary Agreementcertificate delivered in accordance with Section 8.02(d), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article ‎V or the Ancillary Agreements to the contraryany other provision hereof, each of PEGC I Buyer and PEGC I OP Merger Sub acknowledges and agrees that none of neither the Contributors’ Representative, the Contributors Company nor any of their its Affiliates, nor any of its or their respective directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or is making, any representation or warranty whatsoever, express or implied (and neither PEGC I Buyer nor PEGC I OP Merger Sub has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors Company or any of their its Affiliates or any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives), beyond those expressly given in Article II, Article III and this Article V‎IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies Company or any of their respective its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by PEGC I or PEGC I OP Buyer or any of their its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Buyer or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each caseforegoing, except as may be expressly set forth in Article II, Article III, this Article V, or any Ancillary Agreement‎IV. Except as otherwise expressly set forth in this Agreement, each of PEGC I Buyer and PEGC I OP Merger Sub understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies Company and their its Subsidiaries are furnished “as is”, “where is” and, subject only to the representations and warranties contained in Article II, Article III, this Article V, or any Ancillary Agreement‎IV, with all faults and without any other representation or warranty of any nature whatsoever. Nothing in this Section ‎5.9 shall limit any representation or warranty expressly set forth in any other Transaction Agreements or Buyer’s or Merger Sub’s remedies in the case of actual fraud.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article V or the Ancillary Agreements to the contraryany other provision hereof, each Holicity and Merger Sub and its other Affiliates and any of PEGC I its and PEGC I OP acknowledges their respective directors, officers, employees, stockholders, partners, members or Representatives, acknowledge and agrees agree that none Holicity and Merger Sub have made their own investigation of the Contributors’ RepresentativeCompany and that they are relying only on that investigation and the specific representations and warranties set forth in this Agreement, and not on any other representation or statement made by the Contributors nor any of their Affiliates, Company nor any of its Affiliates or any of their respective directors, officers, employees, stockholders, partners, members, agents or representativesRepresentatives, and that none of such persons is making or has made, or is making, made any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representationimplied, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives), beyond other than those expressly given by the Company in Article II, Article III and this Article VIV, including without limitation any other implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies or any of their respective SubsidiariesCompany. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Holicity and Merger Sub Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Holicity or its representatives) or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives Holicity and Merger Sub pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Holicity or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, Article III, IV of this Article V, or any Ancillary Agreement. Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP Holicity understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies and their Subsidiaries Company are furnished “as is”, “where is” and, and subject only to and except as otherwise provided in the representations and warranties contained of the Company expressly set forth in Article II, Article III, this Article V, IV or any Ancillary Agreementcertificate delivered in accordance with Section 9.02(d), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article III or the Ancillary Agreements to the contraryany other provision hereof, each of PEGC I the VS Entities, and PEGC I OP acknowledges and agrees that none of the Contributors’ Representative, the Contributors nor any of their Affiliates, nor any of its or their respective directors, managers, officers, employees, stockholdersequityholders, partners, membersmembers or representatives, acknowledge and agree that VS PubCo has made its own investigation of the Crescent Holders and the Blocker Sellers and that none of the Crescent Holders, the Blocker Sellers nor any of their respective Affiliates, agents or representatives, has made, or representatives is making, making any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives)implied, beyond those expressly given by the Blocker Sellers in Article II, Article III IV and this the Crescent Holders in Article V, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies Crescent Holders (including the Crescent Blockers) or any of their respective Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules Crescent Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP the VS Entities or any of their Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative Blocker Sellers or the ContributorsCrescent Holders, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, IV or Article III, V of this Article V, or any Ancillary Agreement. Except as otherwise expressly set forth in this Agreement, each of PEGC I the VS Entities understand and PEGC I OP understands and agrees agree that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies Crescent Holders and their Subsidiaries are furnished “as is”, “where is” and, and subject only to and except as otherwise provided in the representations and warranties contained in Article II, Article III, this IV and Article V, or any Ancillary Agreement, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article VI or the Ancillary Agreements to the contraryany other provision hereof, each of PEGC I Acquiror and PEGC I OP acknowledges Merger Subs, and agrees any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that none Acquiror has made its own investigation of the Contributors’ Representative, Companies and that neither the Contributors Companies nor any of their Affiliates, nor any of its or their respective directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or representatives is making, making any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives)implied, beyond those expressly given by the Companies in Article II, V or by the Holder in Article III and this Article VIV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies or any of their respective Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules Company Disclosure Letter, the Holder Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Acquiror or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative Companies or the ContributorsHolder, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, IV or Article III, V of this Article V, or any Ancillary Agreement. Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies and their its Subsidiaries are furnished “as is”, “where is” and, and subject only to and except as otherwise provided in the representations and warranties contained in Article II, Article III, this IV and Article V, or any Ancillary Agreement, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article V or the Ancillary Agreements to the contraryany other provision hereof, each Acquiror and Merger Sub and its other Affiliates and any of PEGC I its and PEGC I OP acknowledges their respective directors, officers, employees, stockholders, partners, members or Representatives, acknowledge and agrees agree that none Acquiror and Mxxxxx Sub have made their own investigation of the Contributors’ RepresentativeCompany and that they are relying only on that investigation and the specific representations and warranties set forth in this Agreement, and not on any other representation or statement made by the Contributors nor any of their Affiliates, Company nor any of its Affiliates or any of their respective directors, officers, employees, stockholders, partners, members, agents or representativesRepresentatives, and that none of such persons is making or has made, or is making, made any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representationimplied, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives), beyond other than those expressly given by the Company in Article II, Article III and this Article VIV, including without limitation any other implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies or any of their respective SubsidiariesCompany. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Acquiror and Merger Sub Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives Acquiror and Merger Sub pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Acquiror or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, Article III, IV of this Article V, or any Ancillary Agreement. Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies and their Subsidiaries Company are furnished “as is”, “where is” and, and subject only to and except as otherwise provided in the representations and warranties contained of the Company expressly set forth in Article II, Article III, this Article V, IV or any Ancillary Agreementcertificate delivered in accordance with Section 9.02(c), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article VI or the Ancillary Agreements to the contraryany other provision hereof, each of PEGC I Acquiror, Merger Sub, Intermediate Holdings and PEGC I OP acknowledges New HoldCo, and agrees that none of the Contributors’ Representative, the Contributors nor any of their Affiliates, nor any of its or their respective directors, officers, employees, stockholders, partners, membersmembers or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives, has made, or representatives is making, making any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives)implied, beyond those expressly given by the Company in Article II, Article III and this IV or by the NESCO Owner in Article V, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies Company or any of their respective its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Acquiror or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative Company or the ContributorsNESCO Owner, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, IV or Article III, V of this Article V, or any Ancillary Agreement. Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies Company and their its Subsidiaries are furnished “as is”, “where is” and, and subject only to and except as otherwise provided in the representations and warranties contained in Article II, Article III, this Article V, IV or any Ancillary Agreementcertificate delivered in accordance with Section 10.02(c), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained Each of the Buyer and the Guarantor has such knowledge and experience in this Agreement or financial and business matters that it is capable of evaluating the Ancillary Agreements merits and risks of its participation in the transactions contemplated hereby. Each of the Buyer and the Guarantor confirms that the Acquired Companies have made available to the contraryBuyer and its agents and representatives the opportunity to ask questions of the officers and management employees of the Acquired Companies as well as full and complete access to the books and records, each facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other properties and assets of PEGC I the Acquired Companies that it and PEGC I OP its representatives have desired or requested to see or review and to acquire additional information about the business and financial condition of the Acquired Companies. Each of the Buyer and the Guarantor confirms that it has made an independent investigation, analysis and evaluation of the Acquired Companies and their respective properties, assets, business, financial condition, documents, information and records. Each of the Buyer and the Guarantor acknowledges and agrees that (i) none of the Contributors’ RepresentativeAcquired Companies, the Contributors nor Sellers, any of their respective Affiliates, nor any of its or their respective directors, officers, employees, stockholders, partners, members, agents Representatives or representativesany other Person, has made, or is making, any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has the Buyer or the Guarantor relied on any representation, warranty or statement of any kind by the Contributors’ RepresentativeAcquired Companies, the Contributors or any of their Affiliates or Sellers, any of their respective agents Affiliates, any of their respective Representatives or representativesany other Person), beyond other than those representations and warranties expressly given set forth in Article II, Article Articles III and this Article VIV, including as to the accuracy or completeness of any information regarding the Acquired Companies furnished or made available to the Buyer or the Guarantor and their respective representatives (including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Acquired Companies), (ii) none of the Sellers, the Acquired Companies or any other Person has any obligation to disclose any information regarding the Acquired Companies, except as expressly set forth in this Agreement, the Ancillary Agreements and the certificates delivered pursuant hereto and thereto, and (iii) none of their respective Subsidiariesthe Sellers or any other Person shall have or be subject to any liability to the Buyer, the Guarantor or any other Person resulting from the distribution to the Buyer, the Guarantor, or the Buyer’s or the Guarantor’s use of, any such information, including the Project Stingray Teaser prepared by Pxxxx Xxxxxxx, the Confidential Information Memorandum prepared by Pxxxx Xxxxxxx, dated June 2019, and the Confidential Information Memorandum Supplement prepared by Pxxxx Xxxxxxx, dated June 2019, and any information, documents or material made available to the Buyer or the Guarantor in any physical or electronic “data rooms,” management presentations or in any other form in expectation of the transactions contemplated hereby. The Buyer and the Guarantor acknowledges that it is acquiring the assets of the Acquired 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 otherwise expressly set forth in this Agreement. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhereto, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by PEGC I or PEGC I OP the Buyer, the Guarantor or any of their respective Affiliates, agents or representatives pursuant to the Confidentiality Agreementrepresentatives) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP or any of their Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative Sellers or the Contributors, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, Article III, this Article V, or any Ancillary Agreement. Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies and their Subsidiaries are furnished “as is”, “where is” and, subject only to the representations and warranties contained in Article II, Article III, this Article V, or any Ancillary Agreement, with all faults and without any other representation or warranty of any nature whatsoeverAcquired Companies.

No Outside Reliance. Notwithstanding anything contained in this Agreement or Each of the Ancillary Agreements Seller and the Seller’s Representative acknowledges that it and their respective Representatives have been permitted satisfactory access to the contrarybooks and records, each of PEGC I facilities, equipment, Tax Returns, contracts, insurance policies (or summaries thereof) and PEGC I OP acknowledges other properties and agrees that none assets of the Contributors’ RepresentativeBuyer that it and their respective Representatives have desired or requested to see or review, and that it and their respective Representatives have had a satisfactory opportunity to meet with the Contributors officers and employees of the Buyer to discuss the business of the Buyer. Each of the Seller and the Seller’s Representative acknowledges that neither the Buyer nor any of their Affiliates, nor any of its or their respective directors, officers, employees, stockholders, partners, members, agents or representatives, other Person has made, or is making, made any representation or warranty whatsoeverwarranty, express or implied (and neither PEGC I nor PEGC I OP has relied on any representationimplied, warranty written or statement of any kind by the Contributors’ Representativeoral, the Contributors or any of their Affiliates or any of their respective agents or representatives), beyond those expressly given in Article II, Article III and this Article V, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies or any of their respective Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP or any of their Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the Contributors, and no representation or warranty is made as to the accuracy or completeness of any information that the Buyer furnished or made available to the Seller, the Seller’s Representative or any of the foregoing in each casetheir respective Representatives, except as may be expressly set forth in Article II, Article III, this Article V, or any Ancillary Agreement. Except as otherwise expressly set forth in 6 of this Agreement, and neither the Buyer nor any other Person (including any officer, director, employee, member or partner of Buyer) shall have or be subject to any liability (whether in contract or tort, under applicable securities Laws or otherwise) to the Seller or the Seller’s Representative, based upon any information, documents or materials made available to the Seller or the Seller’s Representative or resulting from the use by the Seller or the Seller’s Representative of any information, documents or material made available to the Seller or the Seller’s Representative, in each of PEGC I and PEGC I OP understands and agrees that case in any inventory“data rooms,” management presentations, equipment, vehicles, assets, properties and business due diligence or in any other form in expectation of the Contributed Companies and their Subsidiaries are furnished “as is”transactions contemplated hereby; provided, “where is” andhowever, subject only that nothing in this Section 4.11 is intended to limit or modify the representations and warranties contained in Article II6 which the Buyer acknowledges the Seller and the Seller’s Representative are relying on in executing and delivering this Agreement. Each of the Seller and the Seller’s Representative acknowledges that, except for the representations and warranties contained in Article III6, this Article V, or any Ancillary Agreement, with all faults and without neither the Buyer nor any other Person has made, and the Seller and the Seller’s Representative have not relied on, any other express or implied representation or warranty by or on behalf of the Buyer, including any nature whatsoeverimplied representation or warranty as to value, condition, capacity, merchantability, environmental condition or suitability. Each of the Seller and the Seller’s Representative acknowledges that neither the Buyer nor any other Person, directly or indirectly, has made, and the Seller and the Seller’s Representative have not relied on, any representation or warranty regarding the pro-forma financial information, budgets, estimates, projections, business plans, forecasts or other forward-looking statements of the Buyer (including the reasonableness of the assumptions underlying such information, budgets, estimates, projections, business plans, forecasts or forward-looking statements), and neither the Seller’s Representative nor the Seller will make or have any claim with respect thereto. Notwithstanding the foregoing, this Section 4.11 shall not (and shall not be deemed to) limit any claim based on Fraud.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article V or any other provision hereof, Buyer and Merger Sub acknowledge and agree that neither the Ancillary Agreements to the contrary, each of PEGC I and PEGC I OP acknowledges and agrees that none of the Contributors’ Representative, the Contributors Company nor any of their Affiliates, nor any of its or their respective directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or representatives is making, making any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives)implied, beyond those expressly given in Article IIIII, Article III IV and this Article Vthe Acknowledgement Letters, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies Company or any of their respective its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in regarding the Schedules or elsewhereCompany, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by PEGC I or PEGC I OP made available to Buyer or any of their Affiliatesits Affiliates or advisors and not the subject of a representation or warranty expressly given in Article III, agents Article IV or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP or any of their AffiliatesAcknowledgement Letters, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsCompany, and no representation or warranty is made as to the accuracy or completeness of any Buyer and Merger Sub acknowledge that Buyer, together with its Affiliates and advisors, will rely on its own investigation of the foregoing Company and its Subsidiaries as well as the representations and warranties expressly given in each caseArticle III, except as may be Article IV and the Acknowledgement Letters and the indemnification provisions expressly set forth in Article IIIX, Article IIIand is not relying on any implied warranties or upon any representation or warranty whatsoever as to the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company and its Subsidiaries as conducted after the Closing, this Article V, as contained in any materials provided or made available by the Company or any Ancillary Agreementof its Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise. Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP Buyer understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies Company and their its Subsidiaries are furnished “"as is”, “," "where is” and, " and subject only to the representations and warranties contained in Article II, Article III, this Article V, or any Ancillary Agreement, with all faults and without any other representation or warranty of any nature whatsoever. In no event will the Company or any Company Indemnified Party have any separate liability for fraud (other than in any case of Specified Fraud) in connection with this Agreement or the Transaction.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article V or the Ancillary Agreements to the contraryany other provision hereof, each of PEGC I Acquiror and PEGC I OP acknowledges Merger Sub, and agrees that none of the Contributors’ Representative, the Contributors nor any of their Affiliates, nor any of its or their respective directors, officers, employees, stockholders, partners, membersmembers or representatives, acknowledge and agree (a) that Acquiror is a sophisticated purchaser and has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of participation in the Merger, (b) that Acquiror has made its own investigation of the Company and is entering into this Agreement based upon such investigation, (c) neither the Company nor any of its Affiliates, agents or representatives, has made, or representatives is making, making any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives)implied, beyond those expressly given in Article II, Article III and this Article VIV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies Company or any of its Subsidiaries, and (d) that Acquiror and Merger Sub, and any of their respective Subsidiariesdirectors, officers, employees, partners, members or representatives, expressly waive any and all rights with respect to, and are not relying in any way upon, any such representations and warranties mentioned in the preceding clause (c). Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Acquiror or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, Article III, this Article V, or any Ancillary Agreement. Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies Company and their its Subsidiaries are furnished “as is”, “where is” and, and subject only to the representations and warranties contained in Article II, Article III, this Article V, or any Ancillary AgreementIV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article IV or the Ancillary Agreements to the contraryany other provision hereof, each Buyer and its Affiliates and any of PEGC I its and PEGC I OP acknowledges their respective directors, officers, employees, stockholders, partners, members or representatives, acknowledge and agrees agree that none Buyer has made its own investigation of the Contributors’ RepresentativeCompany and the Company Subsidiaries, and that neither the Contributors nor any of their Affiliates, Company nor any of its Affiliates or any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or representatives is making, making any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives)implied, beyond those expressly given by the Company in Article II, Article III and this Article V, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies or any of their respective SubsidiariesIII. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Disclosure Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Buyer or its representatives) or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives Buyer pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Buyer or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article IIIV of this Agreement. Buyer further acknowledges and agrees that (x) the only representations and warranties made by the Company are the representations and warranties expressly set forth in Article III (as modified by the Disclosure Schedules) and Buyer has not relied upon any other express or implied representations, Article IIIwarranties or other projections, this Article Vforecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished by or on behalf of the Company or any of their respective Affiliates or Representatives or any other Person, including any projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished by or through the Company’s Representatives, or management presentations, data rooms (electronic or otherwise) or other due diligence information, and that Buyer will not have any Ancillary Agreementright or remedy arising out of any such representation, warranty or other projections, forecasts, estimates, appraisals, statements, promises, advice, data or information, and (y) any claims Buyer may have for breach of any representation or warranty shall be based solely on the representations and warranties of the Company expressly set forth in Article III (as modified by the Disclosure Schedules). Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP Buyer understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies Company and their the Company Subsidiaries are furnished “as is”, “where is” and, and subject only to and except as otherwise provided in the representations and warranties contained in Article II, Article III, this Article V, III or any Ancillary Agreementcertificate delivered in accordance with Section 9.03(a)(vi), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article V or the Ancillary Agreements to the contraryany other provision of this Agreement, each of PEGC I Buyer and PEGC I OP Merger Sub acknowledges and agrees that none of neither the Contributors’ Representative, the Contributors Company nor any of their its Affiliates, nor any of its or their respective directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or is making, any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives), beyond those expressly given in Article II, Article III and this Article V, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies Company or any of its Subsidiaries), and neither Buyer nor Merger Sub has relied on any representation, warranty or statement of any kind by the Company or any of its Affiliates or any of their respective Subsidiariesdirectors, officers, employees, stockholders, partners, members, agents or representatives, beyond those expressly given in this Agreement and the certificates and other agreements contemplated hereby and thereby. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by PEGC I or PEGC I OP Buyer or any of their its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Buyer or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each caseforegoing, except as may be expressly set forth in Article II, Article III, this Article V, or any Ancillary AgreementAgreement and the certificates and other agreements contemplated hereby and thereby. Except as otherwise expressly set forth in this Agreement, each Each of PEGC I Buyer and PEGC I OP Merger Sub understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies Company and their its Subsidiaries are furnished “as is”, “where is” and, subject only to the representations and warranties contained in Article II, Article III, this Article V, or any Ancillary AgreementAgreement and the certificates and other agreements contemplated hereby and thereby, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article V or the Ancillary Agreements to the contraryany other provision hereof, each of PEGC I Acquiror and PEGC I OP acknowledges Amalgamation Sub and agrees that none of the Contributors’ Representative, the Contributors nor any of their Affiliates, nor its other Affiliates and any of its or and their respective directors, officers, employees, shareholders, stockholders, partners, members or Representatives, acknowledge and agree that Acquiror and Amalgamation Sub have made their own investigation of the Company and that they are relying only on that investigation and the specific representations and warranties set forth in this Agreement, and not on any other representation or statement made by the Company nor any of its Affiliates or any of their respective directors, officers, employees, shareholders, stockholders, partners, members, agents or representativesRepresentatives, and that none of such persons is making or has made, or is making, made any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representationimplied, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives), beyond other than those expressly given by the Company in Article II, Article III and this Article VIV, including without limitation any other implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies or any of their respective SubsidiariesCompany. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Acquiror and Amalgamation Sub Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives Acquiror and Amalgamation Sub pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Acquiror or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, Article III, IV of this Article V, or any Ancillary Agreement. Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies and their Subsidiaries Company are furnished “as is”, “where is” and, and subject only to and except as otherwise provided in the representations and warranties contained of the Company expressly set forth in Article II, Article III, this Article V, IV or any Ancillary Agreementcertificate delivered in accordance with Section 9.02(c), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article III or the Ancillary Agreements to the contraryany other provision hereof, each of PEGC I Acquiror and PEGC I OP acknowledges IntermediateCo, and agrees any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that none Acquiror has made its own investigation of the Contributors’ Representative, Grosvenor Companies and that neither the Contributors Grosvenor Companies nor any of their Affiliates, nor any of its or their respective directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or representatives is making, making any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives)implied, beyond those expressly given by the Grosvenor Companies in Article II, Article III and this Article VIII, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Grosvenor Companies or any of their respective Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules Grosvenor Companies Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Acquiror or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative Grosvenor Companies or the ContributorsGrosvenor Holders, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, Article III, III of this Article V, or any Ancillary Agreement. Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Grosvenor Companies and their Subsidiaries are furnished “as is”, “where is” and, and subject only to and except as otherwise provided in the representations and warranties contained in Article II, Article III, this Article V, or any Ancillary Agreement, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article IV or the Ancillary Agreements to the contraryany other provision hereof, each of PEGC I Acquiror and PEGC I OP acknowledges its Affiliates and agrees that none of the Contributors’ Representative, the Contributors nor any of their Affiliates, nor any of its or and their respective directors, officers, employees, stockholderspartners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates or any of their respective directors, officers, employees, partners, members, agents or representatives, has made, or representatives is making, making any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives)implied, beyond those expressly given by the Company in Article II, Article III and this Article Vor any certificate delivered in accordance with Section 8.02(b), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies Company, and each of Acquiror and Merger Sub, on its own behalf and on behalf of their Affiliates and its and their directors, officers, employees, partnership, members or representatives, disclaim reliance on any representations and warranties, express or implied, or the completeness thereof, other than those expressly given by the Company in Article III or any of their respective Subsidiariescertificate delivered in accordance with Section 8.02(b). Without limiting the generality of the foregoing, it is understood that any cost or other estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Acquiror or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, Article III, III of this Article V, Agreement or any Ancillary Agreementcertificate delivered in accordance with Section 8.02(b). Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies and their Subsidiaries Company are furnished “as is”, “where is” and, and subject only to and except as otherwise provided in the representations and warranties contained in Article II, Article III, this Article V, III or any Ancillary Agreementcertificate delivered in accordance with Section 8.02(b), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article V or the Ancillary Agreements to the contraryany other provision hereof, each of PEGC I Buyer and PEGC I OP Merger Sub acknowledges and agrees that none of neither the Contributors’ Representative, the Contributors Company nor any of their its Affiliates, nor any of its or their respective directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or is making, any representation or warranty whatsoever, express or implied (and neither PEGC I Buyer nor PEGC I OP Merger Sub has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors Company or any of their its Affiliates or any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives), beyond those expressly given in Article II, Article III and this Article VIV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies Company or any of their respective its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by PEGC I or PEGC I OP Buyer or any of their its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Buyer or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, Article III, this Article V, or any Ancillary AgreementIV. Except as otherwise expressly set forth in this Agreement, each of PEGC I Buyer and PEGC I OP Merger Sub understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies Company and their its Subsidiaries are furnished “as is”, “where is” and, subject only to the representations and warranties contained in Article II, Article III, this Article V, or any Ancillary AgreementIV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article V or the Ancillary Agreements to the contraryany other provision hereof, each Acquiror and its Affiliates and any of PEGC I its and PEGC I OP acknowledges their respective directors, officers, employees, stockholders, partners, members or representatives, acknowledge and agrees agree that none Acquiror has made its own investigation of the Contributors’ Representative, Company and that neither the Contributors nor any of their Affiliates, Company nor any of its Affiliates or any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or representatives is making, making any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives)implied, beyond those expressly given by the Company in Article II, Article III and this Article VIV or any certificate delivered in accordance with Section 9.02(b), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies Company or any of their respective its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Acquiror or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, Article III, IV of this Article V, Agreement or any Ancillary Agreementcertificate delivered in accordance with Section 9.02(c). Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Companies Company and their its Subsidiaries are furnished “as is”, ,” “where is” and, and subject only to and except as otherwise provided in the representations and warranties contained in Article II, Article III, this Article V, IV or any Ancillary Agreementcertificate delivered in accordance with Section 9.02(c), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement Article V or the Ancillary Agreements to the contraryany other provision hereof, each Acquiror and its Affiliates and any of PEGC I its and PEGC I OP acknowledges their respective directors, officers, employees, stockholders, partners, members or representatives, acknowledge and agrees agree that none Acquiror has made its own investigation of the Contributors’ Representative, Company and that neither the Contributors nor any of their Affiliates, Company nor any of its Affiliates or any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or representatives is making, making any representation or warranty whatsoever, express or implied (and neither PEGC I nor PEGC I OP has relied on any representation, warranty or statement of any kind by the Contributors’ Representative, the Contributors or any of their Affiliates or any of their respective agents or representatives)implied, beyond those expressly given by the Company in Article IIIV, Article III any certificate delivered in accordance with Section 9.02(b) and this Article Vthe other Transaction Documents to which any such Person is a party, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Contributed Companies Company or any of their respective its Subsidiaries. Without limiting the generality of the foregoing, except to the extent covered by Section 4.20, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by PEGC I or PEGC I OP or any of their Affiliates, agents or representatives Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP Acquiror or any of their its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the ContributorsCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing in each case, except as may be expressly set forth in Article II, Article III, IV of this Article V, Agreement or any Ancillary Agreementcertificate delivered in accordance with Section 9.02(c). Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Contributed Group Companies and their Subsidiaries are furnished “as is”, ,” “where is” and, and subject only to and except as otherwise provided in the representations and warranties contained in Article II, Article III, this Article V, IV or any Ancillary Agreementother certificate delivered in accordance with Section 9.02(c), with all faults and without any other representation or warranty of any nature whatsoever.