Common use of REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES. Except (a) as set forth in the disclosure letter prepared by the Company and delivered to the Parent Parties at or prior to the execution and delivery of this Agreement (the “Company Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure to such other section or subsection of this Agreement is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other section or subsection of this Agreement be cross-referenced); provided, that nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty of the Company Parties made herein), or (b) as disclosed in the Company SEC Documents publicly filed with, or furnished to the SEC since January 1, 2019 and prior to the date of this Agreement and available on the SEC’s Electronic Data Gathering and Retrieval System (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionary, predictive or forward-looking in nature), and then only to the extent that the relevance of any disclosed event, item or occurrence in such Company SEC Documents to a matter covered by a representation or warranty set forth in this Article IV is reasonably apparent on its face, the Company Parties hereby jointly and severally represent and warrant to the Parent Parties that:

REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES. Except (a) as disclosed in publicly-available Company SEC Reports filed with, or furnished to, as applicable, the SEC on or after January 1, 2021 and at least two (2) Business Days prior to the date of this Agreement (excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” (but including any description of historic facts or events included therein) and any disclosure of risks or other matters included in any “forward-looking statements” disclaimer (but including any description of historic facts or events included therein) or other statements to the extent they are cautionary, predictive or forward-looking in nature), or (b) as set forth in the applicable section of the disclosure letter prepared schedules of the Company Parties delivered concurrently with the execution of this Agreement by the Company and delivered Parties to the Parent Parties at or prior to the execution and delivery of this Agreement (the “Company Disclosure LetterSchedule”) (it being acknowledged and agreed that disclosure of any item in any section or subsection Section of Article IV of the Company Disclosure Letter Schedule shall be deemed disclosed with respect to qualify or modify the section or subsection Section of this Agreement Article IV to which it corresponds and any other section or subsection Section of this Agreement Article IV to the extent the applicability of such the disclosure to such other section or subsection of this Agreement Section is reasonably apparent on its face from the text of the disclosure made (it being understood that to be so reasonably apparent on its face, it is not required that the such other section or subsection of this Agreement Sections be cross-referenced); provided, that (i) nothing in the Company Disclosure Letter Schedule is intended to broaden the scope of any representation or warranty of the Company Parties made herein)herein and (ii) no reference to or disclosure of any item or other matter in the Company Disclosure Schedule shall be construed as an admission or indication that (A) such item or other matter is material, (B) such item or (b) as other matter is required to be referred to or disclosed in the Company SEC Documents publicly filed with, Disclosure Schedule or furnished to the SEC since January 1, 2019 and prior to the date (C) any breach or violation of this Agreement and available on the SEC’s Electronic Data Gathering and Retrieval System (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” applicable Laws or any other disclosures contained contract, agreement, arrangement or referenced therein understanding to which the extent they are cautionary, predictive Company or forward-looking in natureany of the Company Subsidiaries is a party exists or has actually occurred), and then only to the extent that the relevance each of any disclosed event, item or occurrence in such Company SEC Documents to a matter covered by a representation or warranty set forth in this Article IV is reasonably apparent on its face, the Company Parties hereby Parties, jointly and severally severally, represent and warrant to the Parent Parties that:

REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES. Except (a) as disclosed in publicly-available Company SEC Reports filed with, or furnished to, as applicable, the SEC on or after January 1, 2019 and at least one (1) Business Day prior to the date of this Agreement (excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” (but including any description of historic facts or events included therein) and any disclosure of risks or other matters included in any “forward-looking statements” disclaimer (but including any description of historic facts or events included therein) or other statements to the extent they are cautionary, predictive or forward-looking in nature), or (b) as set forth in the applicable section of the disclosure letter prepared schedules of the Company Parties delivered concurrently with the execution of this Agreement by the Company and delivered Parties to the Parent Parties at or prior to the execution and delivery of this Agreement (the “Company Disclosure LetterSchedule”) (it being acknowledged and agreed that disclosure of any item in any section or subsection Section of Article IV of the Company Disclosure Letter Schedule shall be deemed disclosed with respect to qualify or modify the section or subsection Section of this Agreement Article IV to which it corresponds and any other section or subsection Section of this Agreement Article IV to the extent the applicability of such the disclosure to such other section or subsection of this Agreement Section is reasonably apparent on its face from the text of the disclosure made (it being understood that to be so reasonably apparent on its face, it is not required that the such other section or subsection of this Agreement Sections be cross-referenced); provided, that (x) nothing in the Company Disclosure Letter Schedule is intended to broaden the scope of any representation or warranty of the Company Parties made herein)herein and (y) no reference to or disclosure of any item or other matter in the Company Disclosure Schedule shall be construed as an admission or indication that (1) such item or other matter is material, (2) such item or (b) as other matter is required to be referred to or disclosed in the Company SEC Documents publicly filed with, Disclosure Schedule or furnished to the SEC since January 1, 2019 and prior to the date (3) any breach or violation of this Agreement and available on the SEC’s Electronic Data Gathering and Retrieval System (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” applicable Laws or any other disclosures contained contract, agreement, arrangement or referenced therein understanding to which the extent they are cautionary, predictive Company or forward-looking in natureany of the Company Subsidiaries is a party exists or has actually occurred), and then only to the extent that the relevance each of any disclosed event, item or occurrence in such Company SEC Documents to a matter covered by a representation or warranty set forth in this Article IV is reasonably apparent on its face, the Company Parties hereby Parties, jointly and severally severally, represent and warrant to the Parent Parties that:

REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES. Except (a) as set forth in the disclosure letter prepared by the Company and delivered to the Parent Parties at or prior to the execution and delivery of this Agreement (the “Company Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure to such other section or subsection of this Agreement is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other section or subsection of this Agreement be cross-referenced); provided, that nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty of the Company Parties made herein), or (b) as disclosed in the publicly-available Company SEC Documents publicly Reports filed with, or furnished to to, as applicable, the SEC since on or after January 1, 2019 2020 and at least one (1) Business Day prior to the date of this Agreement and available on the SEC’s Electronic Data Gathering and Retrieval System (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any risk factor disclosures contained in such documents under the headings heading “Risk Factors” (but including any description of historic facts or events included therein) and any disclosure of risks or other matters included in any “Forward Looking Statementsforward-looking statements” disclaimer (but including any description of historic facts or any events included therein) or other disclosures contained or referenced therein statements to the extent they are cautionary, predictive or forward-looking in nature), or (b) as set forth in the applicable section of the disclosure schedules of the Company Parties delivered concurrently with the execution of this Agreement by the Company Parties to the Parent Parties (the “Company Disclosure Schedule”) (it being acknowledged and then only agreed that disclosure of any item in any Section of Article IV of the Company Disclosure Schedule shall qualify or modify the Section of this Article IV to which it corresponds and any other Section of this Article IV to the extent that the relevance applicability of any disclosed event, item or occurrence in the disclosure to such Company SEC Documents to a matter covered by a representation or warranty set forth in this Article IV other Section is reasonably apparent on its facefrom the text of the disclosure made (it being understood that to be so reasonably apparent it is not required that such other Sections be cross-referenced); provided, that (x) nothing in the Company Disclosure Schedule is intended to broaden the scope of any representation, warranty, covenant or agreement of the Company Parties hereby made herein and (y) no reference to or disclosure of any item or other matter in the Company Disclosure Schedule shall be construed as an admission or indication that (1) such item or other matter (or any item or matter of comparable or greater significant not referred to or disclosed in the Company Disclosure Schedule) is material, (2) such item or other matter is required to be referred to or disclosed in the Company Disclosure Schedule or that any other item or matter of similar significance not referred to or disclosed in the Company Disclosure Schedule is required to be referred to or disclosed in the Company Disclosure Schedule, or (3) any breach or violation of applicable Laws or any contract, agreement, arrangement or understanding to which the Company, the Partnership or any of the Company Subsidiaries is a party exists or has actually occurred), each of the Company Parties, jointly and severally severally, represent and warrant to the Parent Parties that:

REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES. Except (a) as set forth (i) in the Company SEC Reports (as defined herein) filed or furnished to the SEC as applicable, prior to the date hereof (excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or other statements that are cautionary, predictive or forward-looking in nature, which in no event shall be deemed to be an exception to or disclosure for purposes of any representation or warranty set forth in this Article IV), and (ii) in the disclosure letter prepared by schedules of the Company and Parties delivered to the Parent Parties at or prior to the execution and delivery of this Agreement hereof to the Buyer Parties (the “Company Disclosure LetterSchedule”) (it being acknowledged and agreed that disclosure of any item set forth in any section or subsection of the Company Disclosure Letter Schedule shall be deemed disclosed with respect to qualify or modify the section or subsection of this Agreement Section to which it corresponds and any other section or subsection of this Agreement Section to the extent the applicability of such the disclosure to such other section or subsection of this Agreement Section is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that from the other section or subsection text of this Agreement be cross-referenced)the disclosure made; provided, that (x) nothing in the Company Disclosure Letter Schedule is intended to broaden the scope of any representation or warranty of the Company Parties made herein)herein and (y) no reference to or disclosure of any item or other matter in the Company Disclosure Schedule shall be construed as an admission or indication that (1) such item or other matter is material, (2) such item or (b) as other matter is required to be referred to or disclosed in the Company SEC Documents publicly filed with, Disclosure Schedule or furnished to the SEC since January 1, 2019 and prior to the date (3) any breach or violation of this Agreement and available on the SEC’s Electronic Data Gathering and Retrieval System (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” applicable Laws or any other disclosures contained contract, agreement, arrangement or referenced therein understanding to which the extent they are cautionary, predictive Company or forward-looking in natureany of the Company Subsidiaries is a party exists or has actually occurred), and then only to the extent that the relevance each of any disclosed event, item or occurrence in such Company SEC Documents to a matter covered by a representation or warranty set forth in this Article IV is reasonably apparent on its face, the Company Parties hereby and the Partnership, jointly and severally severally, represent and warrant to Parent, Parent OP and the Parent Parties other Buyer Entities that:

REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES. Except (a) as set forth in the disclosure letter prepared by the Company and Parties, with numbering corresponding to the numbering of this Article 4 delivered by the Company Parties to the Parent Parties at or prior to the execution and delivery of this Agreement (the “Company Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section Section or subsection of the Company Disclosure Letter with respect to any Section or subsection of this Article 4 shall be deemed disclosed with respect to the section any other Section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement Article 4 to the extent the applicability of such disclosure to such other section or subsection of this Agreement is reasonably apparent on its the face of such disclosure (it being understood that to be so reasonably apparent on its face, it is not required that the other section Sections or subsection of this Agreement subsections be cross-referenced); provided, that nothing in the Company Disclosure Letter is intended to broaden the scope of any representation representation, warranty, covenant or warranty agreement of the Company Parties made hereinherein and no reference to or disclosure of any item or other matter in the Company Disclosure Letter shall be construed as an admission or indication that (1) such item or other matter is material, (2) such item or other matter is required to be referred to in the Company Disclosure Letter or (3) any breach or violation of applicable Laws or any contract, agreement, arrangement or understanding to which the Company or any Company Subsidiary is a party exists or has actually occurred), or (b) as disclosed in the Company SEC Documents publicly available, filed with, or furnished to to, as applicable, the SEC since on or after January 1, 2019 2021 and at least two (2) Business Days prior to the date of this Agreement and publicly available on the SEC’s Electronic Data Gathering and Retrieval System XXXXX (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any risk factor disclosures contained in such documents under the headings heading “Risk Factors” (but including any description of historic facts or events included therein) and any disclosure of risks or other matters included in any “Forward Looking Statementsforward-looking statements” disclaimer (but including any description of historic facts or any events included therein) or other disclosures contained or referenced therein to the extent they statements that are cautionary, predictive or forward-looking in nature), and then only which in no event shall be deemed to the extent that the relevance be an exception to or disclosure for purposes of any disclosed event, item or occurrence in such Company SEC Documents to a matter covered by a representation or warranty set forth in this Article IV is reasonably apparent on its face4), the Company Parties hereby jointly and severally represent and warrant to the Parent Parties that:

REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES. Except (a) as disclosed in publicly-available Company SEC Reports filed with, or furnished to, as applicable, the SEC on or after January 1, 2017 and at least two (2) Business Days prior to the date of this Agreement (excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” (but including any description of historic facts or events included therein) and any disclosure of risks or other matters included in any “forward-looking statements” disclaimer (but including any description of historic facts or events included therein) or other statements to the extent they are cautionary, predictive or forward-looking in nature), or (b) as set forth in the applicable section of the disclosure letter prepared schedules of the Company Parties delivered concurrently with the execution of this Agreement by the Company and delivered Parties to the Parent Parties at or prior to the execution and delivery of this Agreement (the “Company Disclosure LetterSchedule”) (it being acknowledged and agreed that disclosure of any item in any section or subsection Section of Article IV of the Company Disclosure Letter Schedule shall be deemed disclosed with respect to qualify or modify the section or subsection Section of this Agreement Article IV to which it corresponds and any other section or subsection Section of this Agreement Article IV to the extent the applicability of such the disclosure to such other section or subsection of this Agreement Section is reasonably apparent on its face from the text of the disclosure made (it being understood that to be so reasonably apparent on its face, it is not required that the such other section or subsection of this Agreement Sections be cross-referenced); provided, that (x) nothing in the Company Disclosure Letter Schedule is intended to broaden the scope of any representation or warranty of the Company Parties made herein)herein and (y) no reference to or disclosure of any item or other matter in the Company Disclosure Schedule shall be construed as an admission or indication that (1) such item or other matter is material, (2) such item or (b) as other matter is required to be referred to or disclosed in the Company SEC Documents publicly filed with, Disclosure Schedule or furnished to the SEC since January 1, 2019 and prior to the date (3) any breach or violation of this Agreement and available on the SEC’s Electronic Data Gathering and Retrieval System (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” applicable Laws or any other disclosures contained contract, agreement, arrangement or referenced therein understanding to which the extent they are cautionary, predictive Company or forward-looking in natureany of the Company Subsidiaries is a party exists or has actually occurred), and then only to the extent that the relevance each of any disclosed event, item or occurrence in such Company SEC Documents to a matter covered by a representation or warranty set forth in this Article IV is reasonably apparent on its face, the Company Parties hereby Parties, jointly and severally severally, represent and warrant to the Parent Parties that:

REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES. Except The following representations and warranties by the Company, the Company General Partner and the Company Operating Partnership are qualified in their entirety by reference to the disclosures (a) as set forth in the disclosure letter prepared by the Company and delivered to the Parent Parties at or prior to the execution and delivery of this Agreement (the “Company Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure to such other section or subsection of this Agreement is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other section or subsection of this Agreement be cross-referenced); provided, that nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty of the Company Parties made herein), or (b) as disclosed in the Company SEC Documents publicly filed with, or furnished to the SEC since January 1, 2019 and prior to the date of this Agreement and available on the SEC’s Electronic Data Gathering and Retrieval System (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any disclosures contained in such documents under the headings captions “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionarypredictive, predictive cautionary or forward-looking in nature)) filed with, or furnished to, the SEC on or after January 1, 2017 and at least five (5) business days prior to the date hereof (and then only to the extent that the relevance of any disclosed event, item or occurrence in such Company SEC Documents to a matter covered by a representation or warranty set forth in this Article IV III is reasonably apparent on its faceface as to matters and items that are the subject of such representations or warranty), and (b) set forth in the disclosure letter delivered by the Company to Parent immediately prior to the execution of this Agreement (the “Company Disclosure Letter”). Each disclosure set forth in the Company Disclosure Letter shall qualify the Section to which it corresponds and any other Section to the extent the applicability of the subject disclosure to such other Section is reasonably apparent on its face from the text of the disclosure made (it being acknowledged that if the applicability of such disclosure to such other Section is so reasonably apparent then it is not required that the other Sections be cross-referenced to such disclosure); provided that nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty of the Company Parties made herein. The following representations are made by the Company, the Company Parties hereby jointly General Partner and severally represent the Company Operating Partnership on a joint and warrant to the Parent Parties that:several basis.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES. Except (a) as disclosed in the Company SEC Documents furnished or filed one Business Day prior to the date hereof (excluding, in each case, any disclosures set forth in any risk factor or forward-looking statements section or other statements that, in each case, are cautionary, non-specific, predictive or forward-looking in nature) (provided that this exception shall not apply to the Company's representations and warranties in Section 3.2(a)) (it being agreed that all such Company SEC Documents shall be deemed to have been made available to Parent for the purposes of all references in this Agreement to documents or other information having been or to be "delivered," "made available," "provided," or words of similar import, to Parent) or (b) as disclosed in the separate disclosure letter prepared which has been delivered by the Company and delivered to the Parent Parties at or prior to Entities in connection with the execution and delivery of this Agreement Agreement, including the documents attached to or incorporated by reference in such disclosure letter (the “"Company Disclosure Letter”") (it being acknowledged and agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall also be deemed to be disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of in this Agreement to which the extent the applicability relevance of such disclosure to such other section or subsection of this Agreement item is reasonably apparent on its the face (it being understood that to be so reasonably apparent on its face, it is not required that the other section or subsection of this Agreement be cross-referenced)such disclosure; provided, provided that nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty of the Company Parties or the Partnership made herein), or (b) as disclosed in the Company SEC Documents publicly filed with, or furnished to and the SEC since January 1, 2019 and prior to the date of this Agreement and available on the SEC’s Electronic Data Gathering and Retrieval System (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionary, predictive or forward-looking in nature), and then only to the extent that the relevance of any disclosed event, item or occurrence in such Company SEC Documents to a matter covered by a representation or warranty set forth in this Article IV is reasonably apparent on its face, the Company Parties Partnership hereby jointly and severally represent and warrant to the Parent Parties thatEntities, Merger Sub I and Merger Sub II as follows:

REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES. Except With respect to any Section of this Article III, except (a) as disclosed in the reports, statements and other documents filed by the Company with the SEC or furnished by the Company to the SEC, in each case pursuant to the Exchange Act on or after May 16, 2018 and prior to the date hereof (other than any disclosures contained or referenced therein under the captions “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” “Quantitative and Qualitative Disclosures About Market Risk” and any other disclosures contained or referenced therein of information, factors or risks that are predictive, cautionary or forward-looking in nature) (the “Recent SEC Reports”) (it being (i) understood that any matter disclosed in any Recent SEC Report will be deemed to be disclosed in a section of the Company Disclosure Letter only to the extent that it is reasonably apparent on the face of such disclosure in such Recent SEC Report that it is applicable to such section of the Company Disclosure Letter; and (ii) acknowledged that nothing disclosed in the Recent SEC Reports will be deemed to modify or qualify the representations and warranties set forth in Section 3.7 or Section 3.12(a)(ii)); or (b) subject to the terms of Section 9.12, as set forth in the disclosure letter prepared delivered by the Company and delivered Parties to the Parent Buyer Parties at or prior to on the execution and delivery of this Agreement date hereof (the “Company Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure to such other section or subsection of this Agreement is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other section or subsection of this Agreement be cross-referenced); provided, that nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty of the Company Parties made herein), or (b) as disclosed in the Company SEC Documents publicly filed with, or furnished to the SEC since January 1, 2019 and prior to the date of this Agreement and available on the SEC’s Electronic Data Gathering and Retrieval System (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionary, predictive or forward-looking in nature), and then only to the extent that the relevance of any disclosed event, item or occurrence in such Company SEC Documents to a matter covered by a representation or warranty set forth in this Article IV is reasonably apparent on its face, the Company Parties hereby jointly and severally represent and warrant to the Parent Buyer Parties thatas follows:

REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES. Except The Company Parties represent and warrant to the Parent Parties that, except as (ai) as set forth in the disclosure letter prepared delivered by the Company and delivered Parties to the Parent Parties at or prior to on the execution and delivery of this Agreement date hereof (the “Company Disclosure Letter”) (it being acknowledged and agreed understood that disclosure of any item information set forth in any one section or subsection of the Company Disclosure Letter shall be deemed disclosed with respect to apply to and qualify the section or subsection of this Agreement to which it corresponds and any each other section or subsection of this Agreement to the extent that it is reasonably apparent on the applicability face of such disclosure that such information is relevant to such other section or subsection of this Agreement is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other section or subsection of this Agreement be cross-referenced); provided, that nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty of the Company Parties made herein), subsection) or (bii) as disclosed in the Company SEC Documents publicly or any other report, schedule, form, statement or other document (including exhibits and other information incorporated therein) filed with, or furnished to to, the SEC since January 1October 5, 2019 2020 and publicly available, in each case, at least two (2) Business Days prior to the date of this Agreement and available on the SEC’s Electronic Data Gathering and Retrieval System (excluding Agreement, other than any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any risk factor disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” or forward-looking statement section thereof and any other disclosures contained or referenced therein to in the extent they Company SEC Documents that are cautionarypredictive, predictive cautionary or forward-looking in nature); provided, and then only to the extent however, that the relevance of any disclosed event, item or occurrence such disclosures in such Company SEC Documents shall be deemed to a matter covered by qualify a representation or warranty set forth in this Article IV only if it is reasonably apparent based on its facethe content of such disclosure that such information is relevant to such representation or warranty; provided, further, that the disclosures in the Company Parties hereby jointly and severally represent and warrant SEC Documents shall not be deemed to the Parent Parties that:qualify any representations or warranties made in Section 3.02.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES. Except (a) as set forth in the disclosure letter that has been prepared by the Company Parties and delivered by the Company Parties to the Parent Parties at or prior to in connection with the execution and delivery of this Agreement (the “Company Disclosure Letter”) (it being acknowledged and agreed that (i) disclosure of any item in any section of the Disclosure Letter with respect to any Section or subsection of the Company Disclosure Letter Article IV of this Agreement shall be deemed disclosed with respect to the section any other Section or subsection of this Agreement to which it corresponds and any other section or subsection Article IV of this Agreement to the extent the applicability of such disclosure to such other section or subsection of this Agreement relationship is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other section or subsection of this Agreement be cross-referenced); provided, that nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty of the Company Parties made hereinherein and (ii) no reference to or disclosure of any item or other matter in the Disclosure Letter shall be construed as an admission or indication that (A) such item or other matter is material, (B) such item or other matter is required to be referred to or disclosed in the Disclosure Letter or (C) any breach or violation of applicable Laws or any contract, agreement, arrangement or understanding to which Company or any of the Company Subsidiaries is a party exists or has actually occurred), or (b) as disclosed in the publicly available Company SEC Documents publicly filed with, or furnished to to, as applicable, the SEC since on or after January 1, 2019 2014 and prior to the date of this Agreement and available on the SEC’s Electronic Data Gathering and Retrieval System (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any risk factor disclosures contained in such documents under the headings heading “Risk Factors” and any disclosure of risks or other matters included in any “Forward Looking Statementsforward-looking statements” disclaimer or any other disclosures contained or referenced therein to the extent they statements that are cautionary, predictive or forward-looking in nature), and then only to the extent that the relevance of any disclosed event, item or occurrence in such Company SEC Documents to a matter covered by a representation or warranty set forth in this Article IV is reasonably apparent on its face, the Company Parties hereby jointly and severally represent and warrant to the Parent Parties that:

REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES. Except (a) as set forth in the disclosure letter prepared by the Company and delivered Parties, with numbering corresponding to the numbering of this Article IV, delivered by the Company Parties to Parent Parties at or prior to or simultaneously with the execution and delivery of this Agreement (the “Company Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure to such other section or subsection of this Agreement is reasonably apparent on its from the face of such disclosure (it being understood that to be so reasonably apparent on its face, it is not required that the other section or subsection of this Agreement Sections be cross-referenced)); provided, that nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty of the Company Parties made herein)herein and no reference to or disclosure of any item or other matter in the Company Disclosure Letter shall be construed as an admission or indication that (i) such item or other matter is material, (ii) such item or other matter is required to be referred to in the Company Disclosure Letter or (iii) any breach or violation of applicable Laws or any contract, agreement, arrangement or understanding to which the Company Parties or any of the Company Subsidiaries is a party exists or has actually occurred, or (b) as disclosed in the Company Company’s publicly available SEC Documents publicly filed with, or furnished to to, as applicable, the SEC since on or after January 1, 2019 2020 and at least two (2) Business Days prior to the date of this Agreement and available on the SEC’s Electronic Data Gathering and Retrieval System (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any risk factor disclosures contained in such documents under the headings heading “Risk Factors” and any disclosure of risks or other matters included in any “Forward Looking Statementsforward-looking statements” disclaimer or any other disclosures contained or referenced therein to the extent they statements that are cautionary, predictive or forward-looking in nature), and then only which in no event shall be deemed to the extent that the relevance of be an exception to or disclosure for purposes of, any disclosed event, item or occurrence in such Company SEC Documents to a matter covered by a representation or warranty set forth in this Article IV is reasonably apparent on its faceIV, other than historical facts included therein), each of the Company Parties hereby hereby, jointly and severally represent severally, represents and warrant warrants to the Parent Parties that:

REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES. Except With respect to any Section of this Article III, except (a) as disclosed in the reports, statements and other documents filed by the Company with the SEC or furnished by the Company to the SEC, in each case pursuant to the Exchange Act on or after May 16, 2018 and prior to December 11, 2020 (other than any disclosures contained or referenced therein under the captions “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” “Quantitative and Qualitative Disclosures About Market Risk” and any other disclosures contained or referenced therein of information, factors or risks that are predictive, cautionary or forward-looking in nature) (the “Recent SEC Reports”) (it being (i) understood that any matter disclosed in any Recent SEC Report will be deemed to be disclosed in a section of the Company Disclosure Letter only to the extent that it is reasonably apparent on the face of such disclosure in such Recent SEC Report that it is applicable to such section of the Company Disclosure Letter; and (ii) acknowledged that nothing disclosed in the Recent SEC Reports will be deemed to modify or qualify the representations and warranties set forth in Section 3.7 or Section 3.12(a)(ii)); or (b) subject to the terms of Section 9.12, as set forth in the disclosure letter prepared delivered by the Company and delivered Parties to the Parent Buyer Parties at or prior to the execution and delivery of this Agreement on December 11, 2020 (the “Company Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure to such other section or subsection of this Agreement is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other section or subsection of this Agreement be cross-referenced); provided, that nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty of the Company Parties made herein), or (b) as disclosed in the Company SEC Documents publicly filed with, or furnished to the SEC since January 1, 2019 and prior to the date of this Agreement and available on the SEC’s Electronic Data Gathering and Retrieval System (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionary, predictive or forward-looking in nature), and then only to the extent that the relevance of any disclosed event, item or occurrence in such Company SEC Documents to a matter covered by a representation or warranty set forth in this Article IV is reasonably apparent on its face, the Company Parties hereby jointly and severally represent and warrant to the Parent Buyer Parties thatas follows:

REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES. Except (a) as disclosed in publicly-available Company SEC Reports filed with, or furnished to, as applicable, the SEC on or after January 1, 2016 and at least two (2) Business Days prior to the date of this Agreement (excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” (but including any description of historic facts or events included therein) and any disclosure of risks or other matters included in any “forward-looking statements” disclaimer (but including any description of historic facts or events included therein) or other statements that are cautionary, predictive or forward-looking in nature), or (b) as set forth in the disclosure letter prepared by schedules of the Company and Parties delivered to the Parent Parties at or prior to the execution and delivery of this Agreement by the Company Parties to the Parent Parties (the “Company Disclosure LetterSchedule”) (it being acknowledged and agreed that disclosure of any item in any section or subsection Section of Article IV of the Company Disclosure Letter Schedule shall be deemed disclosed with respect to qualify or modify the section or subsection Section of this Agreement Article IV to which it corresponds and any other section or subsection Section of this Agreement Article IV to the extent the applicability of such the disclosure to such other section or subsection of this Agreement Section is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that from the other section or subsection text of this Agreement be cross-referenced)the disclosure made; provided, that (x) nothing in the Company Disclosure Letter Schedule is intended to broaden the scope of any representation or warranty of the Company Parties made herein)herein and (y) no reference to or disclosure of any item or other matter in the Company Disclosure Schedule shall be construed as an admission or indication that (1) such item or other matter is material, (2) such item or (b) as other matter is required to be referred to or disclosed in the Company SEC Documents publicly filed with, or furnished to the SEC since January 1, 2019 and prior to the date of this Agreement and available on the SEC’s Electronic Data Gathering and Retrieval System (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionary, predictive or forward-looking in nature), and then only to the extent that the relevance of any disclosed event, item or occurrence in such Company SEC Documents to a matter covered by a representation or warranty set forth in this Article IV is reasonably apparent on its face, the Company Parties hereby jointly and severally represent and warrant to the Parent Parties that:Disclosure Schedule or

REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES. Except (a) as set forth in the disclosure letter prepared by the Company Parties and delivered by the Company Parties to the Parent Sxxxxxxxxx Parties at or prior to the execution and delivery of this Agreement (the “Company Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure to such other section or subsection of this Agreement is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other section or subsection of this Agreement Sections be cross-referenced); provided, that no disclosure shall qualify any Fundamental Representation unless it is set forth in the specific section or subsection of the Company Disclosure Letter corresponding to such Fundamental Representation; provided, further, that nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty of the Company Parties made herein), ) or (b) as disclosed in the Company SEC Documents publicly available, filed with, or furnished to to, as applicable, the SEC since January 1on or after December 31, 2019 2015 and prior to the date of this Agreement and available on the SEC’s Electronic Data Gathering and Retrieval System (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, therein and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionary, predictive or forward-looking in nature), and then only to the extent that the relevance of any disclosed event, item or occurrence in such Company SEC Documents to a matter covered by a representation or warranty set forth in this Article IV 4 is reasonably apparent on its face; provided, that the disclosures in the Company SEC Documents shall not be deemed to qualify (i) any Fundamental Representations, which matters shall only be qualified by specific disclosure in the respective corresponding Section of the Company Disclosure Letter, and (ii) the representations and warranties made in Section 4.4 (No Conflict; Required Filings and Consents), Section 4.6(a)-(c) (SEC Documents; Financial Statements), Section 4.7(c) (Absence of Certain Changes or Events), Section 4.8 (No Undisclosed Liabilities), Section 4.20 (Brokers) and Section 4.21 (Opinion of Financial Advisor), the Company Parties hereby jointly and severally represent and warrant to the Parent Sxxxxxxxxx Parties that: