Common use of Disclaimer of Representations and Warranties Clause in Contracts

Disclaimer of Representations and Warranties. Each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Tax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied with.

Disclaimer of Representations and Warranties. Each of Honeywell Parent (on behalf of itself and each other member of the Honeywell Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Tax Opinion RepresentationsRepresentation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of setoff set-off or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell Parent (on behalf of itself and each other member of the Honeywell Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c11.01(c), in any Ancillary Agreement or the Tax Opinion RepresentationsRepresentation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not obtained delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each The Buyer acknowledges that (i) it has had and pursuant to this Agreement shall have before Closing access to the Acquired Companies and the Acquired Company Assets and the officers or other representatives of Honeywell the Seller and (ii) in making the decision to enter into this Agreement and consummate the transactions contemplated hereby, the Buyer has relied solely on the basis of its own independent investigation, including environmental and other inspections, and upon the express representations, warranties, covenants, and agreements set forth in this Agreement, and the Seller expressly disclaims all liability and responsibility for any representation, warranty, statement or communication made or communicated (orally or in writing) to the Buyer or any of its Affiliates, employees, agents, consultants or representatives other than as expressly set forth in this Agreement or any Transaction Agreement (including, without limitation, any opinion, information, projection or advice that may have been provided to the Buyer by any officer, director, employee, agent, consultant, representative or advisor of the Seller or any of its Affiliates). Toward this end, except as expressly set forth in this Agreement, no Seller Indemnitee shall have liability to the Buyer or any other Person resulting from the distribution to the Buyer, or the Buyer’s use of, any such information relating to any Seller Indemnitee, or prepared by or on behalf of itself any Seller Indemnitee, and each supplied to the Buyer before the date of this Agreement, or any information, documents or materials made available to the Buyer in any data rooms, any presentation or in any other member form relating to the business of the Honeywell Group) and SpinCo (on behalf of itself and each other member of Acquired Companies in connection with the SpinCo Group) understands and agrees transactions contemplated hereby. Accordingly, the Buyer acknowledges that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Tax Opinion RepresentationsSeller has not made, no party to this Agreementand THE SELLER MAKES NO AND DISCLAIMS ANY, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or therebyREPRESENTATIONS OR WARRANTIES, as WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, REGARDING (i) TITLE TO ANY OF THE ACQUIRED COMPANY ASSETS (INCLUDING ANY RIGHTS OF WAY) (WHETHER RELATING TO DEFECTIVE TITLE OR GAPS IN TITLE), (ii) THE QUALITY, CONDITION, OR OPERABILITY OF ANY REAL OR PERSONAL PROPERTY, EQUIPMENT, OR FIXTURES, INCLUDING FREEDOM FROM LATENT OR PATENT VICES OR DEFECTS, (iii) THEIR MERCHANTABILITY, (iv) THEIR FITNESS FOR ANY PARTICULAR PURPOSE, (v) THEIR CONFORMITY TO MODELS, SAMPLES OF MATERIALS OR MANUFACTURER DESIGN, (vi) THE CONTENTS, CHARACTER OR NATURE OF ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANTS, OR ANY ENGINEERING, GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION RELATING TO ANY ACQUIRED COMPANY ASSETS, (vii) THE QUANTITY, QUALITY, PRODUCTION OR RECOVERABILITY OF HYDROCARBONS, (viii) ANY ESTIMATES OF THE VALUE OF THE ACQUIRED COMPANY EQUITY INTERESTS OR RELATED ACQUIRED COMPANY ASSETS OR FUTURE REVENUES GENERATED THEREFROM, (ix) THE MAINTENANCE, REPAIR, CONDITION, QUALITY SUITABILITY, DESIGN OR MARKETABILITY OF THE ACQUIRED COMPANY ASSETS, (x) THE CONTENT, CHARACTER OR NATURE OF ANY INFORMATION MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY ANY PERSON WITH RESPECT TO THE ACQUIRED COMPANY EQUITY INTERESTS OR ACQUIRED COMPANY ASSETS, (xi) ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ANY DISCUSSION OR PRESENTATION RELATED THERETO, (xii) ANY EXPRESS OR IMPLIED WARRANTY OF FREEDOM FROM INTELLECTUAL PROPERTY INFRINGEMENT, (xiii) ANY RIGHTS OF A PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (xiv) ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF THE ACQUIRED COMPANY ASSETS, AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL OF THE ACQUIRED COMPANY ASSETS ARE DELIVERED IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS, WHERE IS” WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR UNDISCOVERABLE), INCLUDING FOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION. THE INCLUSION BY ANY SELLER PARTY OF ANY OF THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS AGREEMENT DOES NOT CONSTITUTE AN ADMISSION OR ACKNOWLEDGEMENT, EXPRESSED OR IMPLIED, OF FAULT, RESPONSIBILITY OR LIABILITY OF ANY KIND BY ANY SELLER PARTY UNDER ANY LAW (INCLUDING ANY ENVIRONMENTAL LAW) FOR ACTS, OMISSIONS, OBLIGATIONS OR EVENTS INVOLVING THE PRESENCE, IF ANY, OF ANY POLLUTANTS, CONTAMINANTS, TOXIN OR HAZARDOUS OR EXTREMELY HAZARDOUS SUBSTANCES, MATERIALS, WASTES, CONSTITUENTS, COMPOUNDS OR CHEMICALS THAT ARE REGULATED BY, OR MAY FORM THE BASIS OF LIABILITY UNDER, ANY ENVIRONMENTAL LAWS ON OR ADJACENT TO THE ACQUIRED COMPANY ASSETS. The Parties agree that, to the sufficiency of extent required by Law to be effective, the Assets or Liabilities transferred or assumed hereby or thereby disclosures contained in this Section 8(h) are “conspicuous” for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, purposes of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied withLaws.

Disclaimer of Representations and Warranties. Each of Honeywell Nuance (on behalf of itself and each other member of the Honeywell Nuance Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Tax Opinion RepresentationsRepresentation Letter, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Nuance Business, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell Nuance (on behalf of itself and each other member of the Honeywell Nuance Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c11.01(c), in any Ancillary Agreement or the Tax Opinion RepresentationsRepresentation Letter. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied with.

Disclaimer of Representations and Warranties. Each of Honeywell J&J (on behalf of itself and each other member of the Honeywell J&J Group) and SpinCo Kenvue (on behalf of itself and each other member of the SpinCo Kenvue Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Tax Opinion RepresentationsRepresentation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement Agreement, nor any other Person, is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Kenvue Business or the Honeywell J&J Business, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary AgreementAgreement or the Representation Letters, any such Assets are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied with.

Disclaimer of Representations and Warranties. Each of Honeywell SnackCo (on behalf of itself and each other member of the Honeywell GroupSnackCo Entity) and SpinCo GroceryCo (on behalf of itself and each other member of the SpinCo GroupGroceryCo Entity) understands and agrees that, except as expressly set forth in this Agreement, Agreement or in any Ancillary Agreement or the Tax Opinion RepresentationsAgreement, no party (including its Affiliates) to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement is representing or warranting otherwise, makes any representations or warranties relating in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents Consent required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights right of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein in this Agreement or in any Ancillary Agreement, any (a) the parties and the members of their respective Groups are transferring all such Assets are being transferred on an “as is,” “where is” basis and basis, (b) the parties are expressly disclaiming any implied warranty of merchantability, fitness for a specific purpose or otherwise, (c) the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (bd) none of the SnackCo Entities or the GroceryCo Entities (including their Affiliates) or any necessary Governmental Approvals other Person makes any representation or other Consents are not obtained warranty with respect to any information, documents or that material made available in connection with the Separation or the Distribution, or the entering into of this Agreement or any requirements of Laws Ancillary Agreement or judgments are not complied withthe transactions contemplated hereby or thereby, except as expressly set forth in this Agreement or any Ancillary Agreement.

Disclaimer of Representations and Warranties. Each of Honeywell Parent (on behalf of itself and each other member of the Honeywell Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands acknowledges and agrees that, except as expressly set forth herein or in this Agreement, any Ancillary Agreement or the Tax Opinion RepresentationsAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to any Assets the assets, businesses or Liabilities liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets any consents or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents approvals required in connection therewith herewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests security interests of, or any other matter concerning, any Assets or Liabilities assets of such party, or as to the absence of any defenses or rights right of setoff or freedom from counterclaim with respect to any claim or other Assetasset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder or thereunder to convey title to any Asset asset, right or thing of value property upon the execution, delivery and filing hereof or thereof. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, and each of Honeywell ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS, WHERE IS” BASIS (on behalf of itself and each other member of the Honeywell GroupAND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM OF DEED OR CONVEYANCE) and SpinCo AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (on behalf of itself and each other member of the SpinCo GroupA) has relied only on the representations and warranties expressly contained in Section 12.01(c)ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary AgreementFREE AND CLEAR OF ANY SECURITY INTEREST, any such Assets are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that AND (aB) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied withANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

Disclaimer of Representations and Warranties. Each (a) It is understood and agreed that the employees of Honeywell Provider and the other members of the Provider Group performing the Services are not professional providers to third parties of the types of services included in the Services and that some or all of the Provider Group employees performing Services may have other responsibilities and may not be dedicated full-time to performing Services hereunder. EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY MADE IN THIS AGREEMENT, PROVIDER HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR COVENANTS, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. ALL OTHER REPRESENTATIONS, WARRANTIES, AND COVENANTS, EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE WARRANTIES OF MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. (on behalf b) Without limiting the generality of itself and each any other provision hereof, it is not the intent of any member of the Honeywell GroupProvider Group (or their Affiliates) to render professional advice or opinions, whether with regard to tax, legal, treasury, finance, intellectual property, employment or other matters; Recipient shall not rely on any Service provided by (or caused to be provided by) Provider for such professional advice or opinions; and SpinCo (on behalf notwithstanding Recipient’s receipt of itself and each other member of the SpinCo Group) understands and agrees thatany proposal, except as expressly set forth recommendation or suggestion in this Agreementany way relating to tax, any Ancillary Agreement or the Tax Opinion Representationslegal, no party to this Agreementtreasury, any Ancillary Agreement finance, intellectual property, employment or any other agreement subject matter, Recipient shall seek all third-party professional advice and opinions as it may desire or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or therebyneed; and, as to the sufficiency of the Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim software or documentation provided in connection with the Services, Recipient shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense or in any manner make such software or documentation available to other Assetorganizations or persons, including any accounts receivable, of any and shall not act as a service bureau or consultant in connection with such party, or as software. (c) A material inducement to the legal sufficiency provision of any assignmentServices is the limitation of liability, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery damages and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be recourse set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic release and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied withindemnity provided by Recipient.

Disclaimer of Representations and Warranties. Each of Honeywell (on behalf of itself the Vendor and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) Purchaser understands and agrees that, except as expressly set forth in the Separation Agreement, this Agreement, any Ancillary the Tax Sharing Agreement or the Tax Opinion Representationsin any other Ancillary Agreement, no party (including its Affiliates) to the Separation Agreement, this Agreement, the Tax Sharing Agreement any other Ancillary Agreement or any other agreement or document contemplated by the Separation Agreement, this Agreement, the Tax Sharing Agreement or any other Ancillary Agreement is representing or warranting otherwise, makes any representations or warranties relating in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents Consent required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights right of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein in the Separation Agreement, this Agreement, the Tax Sharing Agreement or in any other Ancillary Agreement, any (a) the parties and the members of their respective Group are transferring all such Assets are being transferred on an “as is,” “where is” basis and basis, (b) the parties are expressly disclaiming any implied warranty of merchantability, fitness for a specific purpose or otherwise, (c) the respective transferees shall will bear the economic and legal risks that (a) any conveyance shall will prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (bd) none of the Vendor or the Purchaser (including their Affiliates) or any necessary Governmental Approvals other Person makes any representation or warranty with respect to any information, documents or material made available in connection with the Separation or the Distribution, or the entering into of the Separation Agreement, this Agreement, the Tax Sharing Agreement or any other Consents are not obtained Ancillary Agreement or that the transactions contemplated hereby or thereby, except as expressly set forth in the Separation Agreement, this Agreement, the Tax Sharing Agreement or in any requirements of Laws or judgments are not complied withother Ancillary Agreement.

Disclaimer of Representations and Warranties. Each of Honeywell (on behalf of itself and each other member Any description of the Honeywell Group) Services is given by way of indication only and SpinCo (on behalf of itself and each other member shall not constitute any representation or warranty as to the quality or nature of the SpinCo Group) understands and agrees thatrelevant Services or concerning their fitness for any purpose, except other than as expressly set forth in this Agreementa Statement of Work. Furthermore, Company acknowledges that neither Consultant nor any Ancillary Agreement person purporting to act on its behalf has made any representation or the Tax Opinion Representations, no party to this Agreement, given any Ancillary Agreement promise or any other agreement or document contemplated by undertaking which is not expressly set out in this Agreement or a Statement of Work. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR A STATEMENT OF WORK, NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY IS MADE WITH RESPECT TO THE SERVICES TO BE PROVIDED BY CONSULTANT HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT, IF ANY, SHALL NOT APPLY TO DEFECTS OR FAILURE OF ANY DELIVERABLE DUE TO ANY OF THE FOLLOWING BY THE COMPANY OR ANY THIRD PARTY: ACCIDENT, NEGLECT OR MISUSE; UNUSUAL STRESS; OR ANY UNAUTHORIZED MODIFICATION OR ADJUSTMENT MADE TO ANY DELIVERABLE. Upon final payment by Company as provided for herein, Consultant will assign to Company any Ancillary Agreement is representing or warranting in and all manufacturers’ warranties and sublicense any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of all licenses provided by such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim third party manufacturers with respect to any claim or other Assetthe Products to be delivered by Consultant hereunder, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document extent such warranties and/or licenses may be assigned or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied withsublicensed.

Disclaimer of Representations and Warranties. Each of Honeywell (a) Distributing (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Distributing Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Tax Opinion RepresentationsAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to any the Distributing Business Assets or Distributing Liabilities transferred transferred, assumed or assumed retained as contemplated hereby or thereby, as to the sufficiency of the Assets any Consents or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests Encumbrances of, or any other matter concerning, any Assets Distributing Business Asset or Liabilities of such partyDistributing Liability, or as to the absence of any defenses defense or rights right of setoff or freedom from counterclaim with respect to any claim or other Distributing Business Asset, including including, any accounts receivable, receivable of any such partyPerson, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Distributing Business Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell . (b) Publishing (on behalf of itself and each other member of the Honeywell Publishing Group) understands and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties agrees that, except as expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, no party to this Agreement, any such Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to the Publishing Business Assets are being transferred on an “or Publishing Liabilities transferred, assumed or retained as is,” “where is” basis and contemplated hereby or thereby, as to any Consents or Governmental Approvals required in connection therewith, as to the respective transferees shall bear value or freedom from any Encumbrances of, or any other matter concerning, any Publishing Business Asset or Publishing Liability, or as to the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear absence of any Security Interest and (b) defense or right of setoff or freedom from counterclaim with respect to any necessary Governmental Approvals claim or other Consents are not obtained Publishing Business Asset, including, any accounts receivable of any Person, or that as to the legal sufficiency of any requirements assignment, document or instrument delivered hereunder or thereunder to convey title to any Publishing Business Asset or thing of Laws value upon the execution, delivery and filing hereof or judgments are not complied withthereof. (c) EXCEPT AS MAY EXPRESSLY BE SET FORTH IN ANY ANCILLARY AGREEMENT, EACH PARTY (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF ITS GROUP) UNDERSTANDS AND AGREES THAT ALL ASSETS TRANSFERRED PURSUANT TO THIS AGREEMENT OR ANY ANCILLARY AGREEMENT ARE BEING TRANSFERRED “AS IS, WHERE IS.” EXCEPT AS MAY EXPRESSLY BE SET FORTH IN ANY ANCILLARY AGREEMENT, NONE OF THE PARTIES OR ANY OF THEIR AFFILIATES MAKES ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND EACH PARTY (ON BEHALF OF ITSELF AND ITS AFFILIATES) HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO ANY ASSET TRANSFERRED PURSUANT TO THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, INCLUDING, ANY WARRANTY OF CONDITION, MERCHANTABILITY, ACCURACY, SATISFACTORY QUALITY, NONINFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE.

Disclaimer of Representations and Warranties. (a) Each of Honeywell DTE Energy (on behalf of itself and each other member of the Honeywell DTE Energy Group) and SpinCo DT Midstream (on behalf of itself and each other member of the SpinCo DT Midstream Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Tax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the such Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo DTE Energy Business or the Honeywell DT Midstream Business, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such partyParty, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell . (on behalf of itself and each other member of the Honeywell Groupb) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” ”, “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable titletitle or interest, free and clear of any Security Interest Interest, and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied with.

Disclaimer of Representations and Warranties. (a) Each of Honeywell Vista Outdoor (on behalf of itself and each other member of the Honeywell Vista Outdoor Group) and SpinCo Revelyst (on behalf of itself and each other member of the SpinCo Revelyst Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Tax Opinion Representationsany other Transaction Document, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred transferred, conveyed, accepted or assumed as contemplated hereby or thereby, as to the sufficiency of the such Assets or Liabilities transferred transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Vista Outdoor Business or the Honeywell Revelyst Business, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests Liens of, or any other matter concerning, any Assets or Liabilities of such partyParty, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell . (on behalf of itself and each other member of the Honeywell Groupb) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreementother Transaction Document, any such Assets are being transferred or conveyed on an “as is,” ”, “where is” basis and the respective transferees shall bear the economic and legal risks that (ai) any transfer or conveyance shall prove to be insufficient to vest in the transferee good and marketable titletitle or interest, free and clear of any Security Interest Lien, and (bii) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments Judgments are not complied with.

Disclaimer of Representations and Warranties. (a) Each of Honeywell Global Brands (on behalf of itself and each other member of the Honeywell GroupSnackCo Entity) and SpinCo Group Brands (on behalf of itself and each other member of the SpinCo GroupGroceryCo Entity) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Tax Opinion Representations, no party (including its and their Affiliates and Subsidiaries) to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing making any representations or warranting warranties relating in any way as to the Intellectual Property, to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents Consent required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such partyIntellectual Property, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value Intellectual Property upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary this Agreement, any such Assets are (a) all Intellectual Property is being transferred or licensed on an “as is,” “where is” basis and basis, (b) any implied warranty of merchantability, fitness for a specific purpose or otherwise is hereby expressly disclaimed, (c) the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (d) none of the parties (including their Affiliates or Subsidiaries) to this Agreement or any other Person makes any representation or warranty with respect to any information, documents or materials made available in connection with entering into this Agreement, or the transactions contemplated hereby. (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied withEACH PARTY ACKNOWLEDGES AND AGREES THAT THE ASSIGNMENTS AND LICENSES HEREIN ARE MADE ON AN “AS-IS,” QUITCLAIM BASIS AND THAT NEITHER PARTY NOR ANY SUBSIDIARY OF SUCH PARTY HAS MADE OR WILL MAKE ANY WARRANTY WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY, NON-INFRINGEMENT OR VALIDITY OF PATENT CLAIMS (ISSUED OR PENDING).

Disclaimer of Representations and Warranties. Each of Honeywell (a) AMO (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo AMO Group) understands and agrees that, except as expressly set forth herein or in this Agreement, any Ancillary Agreement or the Tax Opinion RepresentationsAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to any the AMO Assets or the AMO Liabilities transferred transferred, assumed or assumed retained as contemplated hereby or thereby, as to the sufficiency of the Assets any consents or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents approvals required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such partyAMO Asset, or as to the absence of any defenses or rights right of setoff or freedom from counterclaim with respect to any claim or other AMO Asset, including any accounts receivable, receivable of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any AMO Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell . (b) Allergan (on behalf of itself and each other member of the Honeywell Allergan Group) understands and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties agrees that, except as expressly contained set forth herein or in Section 12.01(c)any Ancillary Agreement, in no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to the Tax Opinion Representations. Excluded Assets or the Excluded Liabilities transferred, assumed or retained as contemplated hereby or thereby, as to any consents or approvals required in connection therewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Excluded Asset, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other Excluded Asset, including any accounts receivable of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Excluded Asset or thing of value upon the execution, delivery and filing hereof or thereof. (c) Except as may expressly be set forth herein or in any Ancillary Agreement, any all such AMO Assets and Excluded Assets are being transferred on an “"as is,” “" "where is” " basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (ai) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (bii) any necessary Consents or Governmental Approvals or other Consents are not obtained or that any requirements of Laws laws or judgments are not complied with.

Disclaimer of Representations and Warranties. Each of Honeywell Purchaser acknowledges that (on behalf of itself a) it has had, and each pursuant to this Agreement shall have before Closing, access to the Acquired Company Entities and their respective assets and the officers or other member representatives of the Honeywell GroupAcquired Company Entities and Sellers and (b) in making the decision to enter into this Agreement and SpinCo (consummate the Transactions, Purchaser has relied solely on behalf of itself its own independent investigation, including environmental and each other member of inspections, and Sellers and the SpinCo Group) understands Acquired Company Entities expressly disclaim all liability and responsibility for, and Purchaser expressly acknowledges and agrees thatthat it has not relied upon, except any representation, warranty, statement or communication made, communicated (orally or in writing) to Purchaser or any of its Affiliates, employees, agents, consultants or representatives other than as expressly set forth in this AgreementAgreement and any other agreement or certificate delivered pursuant hereto (including, without limitation, any Ancillary Agreement opinion, information, projection or advice that may have been provided to Purchaser by any officer, director, manager, employee, agent, consultant, representative or advisor of the Tax Opinion RepresentationsAcquired Company Entities, no party Sellers or any of their respective Affiliates). Toward this end, except to the extent expressly provided in this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement certificate delivered pursuant hereto, neither the Acquired Company Entities nor Sellers or Sellers’ Affiliates shall have any liability to Purchaser (including following the Closing, the Acquired Company Entities) or any Ancillary Agreement is representing other Person resulting from the distribution to Purchaser, or warranting Purchaser’s use of, any such information relating to the Acquired Company Entities, or prepared by or on behalf of the Acquired Company Entities, and supplied to Purchaser before or after the date of this Agreement, or any information, documents or materials made available to Purchaser in the FMI Capital Advisors, Inc. data room, any presentations or any other form relating to the business of the Acquired Company Entities in connection with the Transactions. THE ACQUIRED COMPANY ENTITIES, SELLERS, AND THEIR RESPECTIVE AFFILIATES MAKE NO AND DISCLAIM ANY, AND PURCHASER DISCLAIMS ANY RELIANCE ON ANY, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, REGARDING (i) TITLE TO ANY ASSETS OR LAND USE RIGHTS, (ii) THE QUALITY, CONDITION, OR OPERABILITY OF ANY REAL OR PERSONAL PROPERTY, EQUIPMENT OR FIXTURES, INCLUDING FREEDOM FROM LATENT OR PATENT VICES OR DEFECTS, THEIR MERCHANTABILITY, THEIR FITNESS FOR ANY PARTICULAR PURPOSE OR THEIR CONFORMITY TO MODELS, SAMPLES OF MATERIALS OR MANUFACTURER DESIGN, (iii) THE CONTENTS, CHARACTER OR NATURE OF ANY REPORT OF ANY CONSULTANTS RELATING TO ANY ASSETS OF THE ACQUIRED COMPANY ENTITIES, (iv) ANY ESTIMATES OF THE VALUE OF THE INTERESTS OR ASSETS OF THE ACQUIRED COMPANY ENTITIES OR FUTURE REVENUES GENERATED THEREFROM, (v) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF ANY ASSETS OF THE ACQUIRED COMPANY ENTITIES, (vi) THE CONTENT, CHARACTER OR NATURE OF ANY INFORMATION MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY ANY PERSON WITH RESPECT TO THE INTERESTS OR ASSETS OF THE ACQUIRED COMPANY ENTITIES, (vii) ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO PURCHASER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS, OR ANY DISCUSSION OR PRESENTATION RELATED THERETO, (viii) ANY RIGHTS OF PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (ix) ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF ANY ASSETS OF THE ACQUIRED COMPANY ENTITIES, AND (x) WHETHER THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT (BUT NOT WITH RESPECT TO ANY ACTUAL FRAUD RELATING TO ANY INCLUSIONS OR OMISSIONS IN THE SCHEDULES HERETO) CONTAIN ANY MATERIAL OMISSIONS. EXCEPT AS EXPRESSLY AND SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN ANY AGREEMENT OR CERTIFICATE DELIVERED PURSUANT HERETO, ALL ASSETS ARE DELIVERED IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS, WHERE IS” WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR UNDISCOVERABLE). THE INCLUSION BY THE ACQUIRED COMPANY ENTITIES OR SELLERS OF ANY OF THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS CONTAINED IN THIS AGREEMENT DOES NOT CONSTITUTE AN ADMISSION OR ACKNOWLEDGEMENT, EXPRESSED OR IMPLIED, OF FAULT, RESPONSIBILITY OR LIABILITY OF ANY KIND BY THE ACQUIRED COMPANY ENTITIES, SELLERS’ REPRESENTATIVE OR SELLERS UNDER ANY LAW. Purchaser agrees that, to the extent required by Law to be effective, the disclosures contained in this Section 10.21 are “conspicuous” for purposes of any such Laws. Sellers’ Affiliates and their respective members, partners, stockholders, managers, directors, officers, agents and employees are third party beneficiaries of this Section 10.21. Nothing in this Section 10.21 shall in any way limit Purchaser’s rights as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as claims for Actual Fraud. Notwithstanding anything to the sufficiency of the Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Businesscontrary in this Agreement, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or if in connection with any past transfers Action of a Party, the Assets or assumptions of prevailing party in such Action shall be entitled to receive, in addition to all other remedies to which such prevailing party may be entitled, the Liabilities, as to costs and expenses incurred by the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of applicable prevailing party in such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other AssetAction, including any accounts receivablereasonable attorneys’ fees and expenses, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereofcourt costs, and each of Honeywell other expenses, even if not recoverable by Law (on behalf of itself including, without limitation, all fees, taxes, costs, and each other member of the Honeywell Group) expenses incident to appellate, bankruptcy, and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(cpost-judgment proceedings), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied with.

Disclaimer of Representations and Warranties. Each of Honeywell the Company (on behalf of itself and each other member of the Honeywell Company Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands acknowledges and agrees that, except as expressly set forth herein, in this Agreement, the Merger Agreement or in any Ancillary Agreement or the Tax Opinion RepresentationsAgreement, no party to this Agreement, the Merger Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, the Merger Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to any Assets the assets, businesses or Liabilities liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets any consents or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents approvals required in connection therewith herewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities assets of such party, or as to the absence of any defenses or rights right of setoff or freedom from counterclaim with respect to any claim or other Assetasset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder or thereunder to convey title to any Asset asset, right or thing of value property upon the execution, delivery and filing hereof or thereof. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, and each of Honeywell IN THE MERGER AGREEMENT OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS, WHERE IS” BASIS (on behalf of itself and each other member of the Honeywell GroupAND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM OF DEED OR CONVEYANCE) and SpinCo AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (on behalf of itself and each other member of the SpinCo GroupA) has relied only on the representations and warranties expressly contained in Section 12.01(c)ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that FREE AND CLEAR OF ANY SECURITY INTEREST AND (aB) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied withANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

Disclaimer of Representations and Warranties. Each of Honeywell (on behalf of itself and each other member of the Honeywell Groupa) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands Except as expressly provided herein, Licensee acknowledges and agrees thatthat all rights licensed by Licensor hereunder are licensed “as is” and without any representation, except indemnification or warranty with respect to possible infringement of third party rights. Except as expressly set forth provided herein, nothing in this Agreement shall be construed as (i) a warranty or representation by Licensor as to the validity or scope of any Licensed Patents, (ii) a warranty or representation that anything made, used, imported, developed, promoted, offered for sale, sold, or otherwise disposed of under any license granted in this Agreement does not or will not infringe patents, trade secrets, copyrights or other intellectual or proprietary rights of third parties; (iii) a representation or warranty of operability or that development of a commercial products is possible; (iv) an obligation to bring or prosecute actions or suits against third parties for infringement; (v) conferring the right to use in advertising, publicity or otherwise any trademark, trade name, or names, or any contraction, abbreviation, simulation or adaptation thereof of Licensee or Licensor; (vi) conferring by implication, estoppel or otherwise any license or rights under any patents of Licensor other than the Licensed Patents; and (vii) any other representations or warranties, either express or implied, unless specified in this Agreement. Except as expressly provided herein, the furnishing of Confidential Information by either party shall not be interpreted to convey any Ancillary Agreement grant of rights, titles, interests, options or the Tax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as licenses to the sufficiency of the Assets receiving party under any intellectual property rights owned or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of controlled by such party, or as to other than the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to license under the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and Licensed Technology. (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied withEXCEPT AS EXPRESSLY PROVIDED HEREIN, EACH PARTY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED STATUTORY OR OTHERWISE, CONCERNING THE VALIDITY, ENFORCEABILITY AND SCOPE OF THE LICENSED PATENTS, THE ACCURACY, COMPLETENESS, SAFETY, USEFULNESS FOR ANY PURPOSE OR, LIKELIHOOD OF SUCCESS (COMMERCIAL, REGULATORY OR OTHER) OF THE LICENSED PRODUCTS, LICENSED KNOW-HOW AND ANY OTHER TECHNICAL INFORMATION, TECHNIQUES, MATERIALS, METHODS, PRODUCTS, PROCESSES OR PRACTICES AT ANY TIME MADE AVAILABLE BY LICENSOR INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, LICENSOR SHALL HAVE NO LIABILITY WHATSOEVER TO LICENSEE OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED ON LICENSEE OR ANY OTHER PERSON, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM: (X) THE MANUFACTURE, USE, OFFER FOR SALE, SALE, OR IMPORT OF A LICENSED PRODUCT, OR THE PRACTICE OF THE LICENSED PATENTS; (Y) THE USE OF OR ANY ERRORS OF OMISSIONS IN ANY KNOW-HOW, TECHNICAL INFORMATION, TECHNIQUES, OR PRACTICES DISCLOSED BY LICENSOR; OR (Z) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES CONCERNING ANY OF THE FOREGOING.

Disclaimer of Representations and Warranties. Each of Honeywell (on behalf of itself the Vendor and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) Purchaser understands and agrees that, except as expressly set forth in the Separation Agreement, this Agreement, any Ancillary the Tax Sharing Agreement or the Tax Opinion Representationsin any other Ancillary Agreement, no party (including its Affiliates) to the Separation Agreement, this Agreement, the Tax Sharing Agreement any other Ancillary Agreement or any other agreement or document contemplated by the Separation Agreement, this Agreement, the Tax Sharing Agreement or any other Ancillary Agreement is representing or warranting otherwise, makes any representations or warranties relating in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents Consent required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights right of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein in the Separation Agreement, this Agreement, the Tax Sharing Agreement or in any other Ancillary Agreement, any (a) the parties and the members of their respective Group are transferring all such Assets are being transferred on an “as is,” “where is” basis and basis, (b) the parties are expressly disclaiming any implied warranty of merchantability, fitness for a specific purpose or otherwise, (c) the respective transferees shall will bear the economic and legal risks that (a) any conveyance shall will prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (bd) none of the Vendor or the Purchaser (including their Affiliates) or any necessary Governmental Approvals other Person makes any representation or warranty with respect to any information, documents or material made available in connection with the Separation or the Distribution, or the entering into of the Separation Agreement, this Agreement, the Tax Sharing Agreement or any other Consents are not obtained Ancillary Agreement or that the transactions contemplated hereby or thereby, except as expressly set forth in the Separation Agreement, this Agreement, the Tax Sharing Agreement or in any requirements of Laws or judgments are not complied withother Ancillary Agreement.

Disclaimer of Representations and Warranties. Each Buyer acknowledges that (a) it has had, and pursuant to this Agreement shall have before Closing, access to the Companies, the AEC Subsidiary and their respective assets and the officers or other representatives of Honeywell the Companies, the AEC Subsidiary and Seller and (b) in making the decision to enter into this Agreement and consummate the transactions contemplated hereby, Buyer has relied solely on the basis of its own independent investigation, including environmental and other inspections, and upon the express representations, warranties, covenants and agreements set forth in this Agreement, and Seller and the Companies expressly disclaim all liability and responsibility for any representation, warranty, statement or communication made or communicated (orally or in writing) to Buyer or any of its Affiliates, employees, agents, consultants or representatives other than as expressly set forth in this Agreement (including, without limitation, any opinion, information, projection or advice that may have been provided to Buyer by any officer, director, employee, agent, consultant, representative or advisor of the Companies, the AEC Subsidiary, Seller or any of their respective Affiliates). Toward this end, except as expressly set forth in this Agreement, neither the Companies nor Seller or Seller’s Affiliates shall have liability to Buyer, any Buyer Indemnified Party (including following the Closing, the Companies and the AEC Subsidiary) or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any such information relating to the Companies and the AEC Subsidiary, or prepared by or on behalf of itself the Companies and each the AEC Subsidiary, and supplied to Buyer before or after the date of this Agreement, or any information, documents or materials made available to Buyer in any data rooms, any presentations or any other member form relating to the business of the Honeywell Group) Companies and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees AEC Subsidiary in connection with the transactions contemplated hereby. Accordingly, Buyer acknowledges that, except as expressly set forth in this Agreement, any Ancillary Agreement or neither the Tax Opinion RepresentationsCompanies nor Seller nor either of their respective Affiliates has made, no party to this Agreementand THE COMPANIES, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or therebySELLER AND THEIR RESPECTIVE AFFILIATES MAKE NO AND DISCLAIM ANY, as REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, REGARDING (i) TITLE TO ANY ASSETS OR LAND USE RIGHTS, (ii) THE QUALITY, CONDITION, OR OPERABILITY OF ANY REAL OR PERSONAL PROPERTY, EQUIPMENT OR FIXTURES, INCLUDING FREEDOM FROM LATENT OR PATENT VICES OR DEFECTS, THEIR MERCHANTABILITY, THEIR FITNESS FOR ANY PARTICULAR PURPOSE OR THEIR CONFORMITY TO MODELS, SAMPLES OF MATERIALS OR MANUFACTURER DESIGN, (iii) THE CONTENTS, CHARACTER OR NATURE OF ANY REPORT OF ANY CONSULTANTS RELATING TO ANY ASSETS OF THE COMPANIES AND THE AEC SUBSIDIARY, (iv) ANY ESTIMATES OF THE VALUE OF THE INTERESTS OR ASSETS OF THE COMPANIES AND THE AEC SUBSIDIARY OR FUTURE REVENUES GENERATED THEREFROM, (v) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF ANY ASSETS OF THE COMPANIES AND THE AEC SUBSIDIARY, (vi) THE CONTENT, CHARACTER OR NATURE OF ANY INFORMATION MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY ANY PERSON WITH RESPECT TO THE INTERESTS OR ASSETS OF THE COMPANIES AND THE AEC SUBSIDIARY, (vii) ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ANY DISCUSSION OR PRESENTATION RELATED THERETO, (viii) ANY RIGHTS OF BUYER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (ix) ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF ANY ASSETS OF T THE COMPANIES AND THE AEC SUBSIDIARY, AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL ASSETS ARE DELIVERED IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS, WHERE IS” WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR UNDISCOVERABLE). THE INCLUSION BY THE COMPANIES OR SELLER OF ANY OF THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS CONTAINED IN THIS AGREEMENT DOES NOT CONSTITUTE AN ADMISSION OR ACKNOWLEDGEMENT, EXPRESSED OR IMPLIED, OF FAULT, RESPONSIBILITY OR LIABILITY OF ANY KIND BY THE COMPANIES, THE AEC SUBSIDIARY OR SELLER UNDER ANY LAW. Buyer agrees that, to the sufficiency of extent required by Law to be effective, the Assets or Liabilities transferred or assumed hereby or thereby disclosures contained in this Section 10.1 are “conspicuous” for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, purposes of any such partyLaws. Seller’s Affiliates and their respective members, or as to the legal sufficiency partners, stockholders, managers, directors, officers, agents and employees are third party beneficiaries of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in this Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied with10.1.

Disclaimer of Representations and Warranties. Each of Honeywell Parent (on behalf of itself and each other member of the Honeywell Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Tax Opinion RepresentationsRepresentation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of setoff set-off or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell Parent (on behalf of itself and each other member of the Honeywell Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c11.01(c), in any Ancillary Agreement or the Tax Opinion RepresentationsRepresentation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” basis “with all faults” basis, and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not obtained delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Honeywell (on behalf of itself and each other member Hague has conducted an independent investigation of the Honeywell Group) License Agreement with ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ University, (collectively, the “Investigated Items”). In making its determination to proceed with the transactions contemplated by this Agreement, Hague has relied solely upon the results of such investigation and SpinCo (on behalf the representations, warranties, schedules, covenants and agreements of itself and each other member of the SpinCo Group) understands and agrees that, except as Solterra that are expressly set forth in this Agreement, any Ancillary Agreement or . Such representations and warranties constitute the Tax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document sole and exclusive representations and warranties of Solterra in connection with the transactions contemplated by this Agreement and the Investigated Items. Hague understands that the neither Solterra nor either of the Solterra Shareholders make any representations or warranties with respect to any projections, forecasts or forward-looking information about Solterra or the investigated items. There is no assurance that any projected or forecasted results will be achieved. EXCEPT AS TO THOSE MATTERS EXPRESSLY COVERED BY THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT, HAGUE IS ACCEPTING THE ASSETS AND LIABILITIES OF SOLTERRA ON AN “AS IS, WHERE IS BASIS”, AND SOLTERRA AND THE SOLTERRA SHAREHOLDERS DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTIES, WHETHER EXPRESS OR IMPLIED. SOLTERRA AND THE SOLTERRA SHAREHOLDERS MAKE NO REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE REGARDING ANY OF THE ASSETS OF SOLTERRA AND NO IMPLIED WARRANTIES WHATSOEVER. Without limiting the generality of the foregoing, Hague is thoroughly familiar with the assets of Solterra and the Investigated Items and understand that Solterra’s assets are being indirectly accepted “AS IS. Hague acknowledges that neither Solterra, nor the Solterra Shareholders or any Ancillary Agreement is representing of their representatives has made any representation or warranting in any way as to any Assets warranty, express or Liabilities transferred or assumed as contemplated hereby or therebyimplied, as to the sufficiency of the Assets accuracy or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence completeness of any defenses memoranda, charts, summaries, presentations or rights of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied withschedules heretofore made available by Solterra.

Disclaimer of Representations and Warranties. Each of Honeywell (on behalf of itself and each other member of the Honeywell Groupa) and AS SpinCo (on behalf of itself and each other member of the SpinCo Availability Group) understands and agrees that, except as expressly set forth herein or in this any Ancillary Agreement, any Ancillary Agreement or no member of the Tax Opinion Representations, no party to this Agreement, any Ancillary Agreement SDS Group or any other agreement of their respective employees, agents or document contemplated by this Agreement or any Ancillary Agreement representatives is representing or warranting in any way as to any the Availability Assets or Availability Liabilities transferred transferred, assumed or assumed retained as contemplated hereby or thereby, as to the sufficiency of the Assets any consents or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents approvals required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests Encumbrances of, or any other matter concerning, any Assets Availability Asset or Liabilities of such partyAvailability Liability, or as to the absence of any defenses or rights right of setoff or freedom from counterclaim with respect to any claim or other Availability Asset, including any accounts receivable, or as to the legal sufficiency of any such partyassignment, document or instrument delivered hereunder or thereunder to convey title to any Availability Asset or thing of value upon the execution, delivery and filing hereof or thereof. (b) Capital (on behalf of itself and each member of the SDS Group) understands and agrees that, except as expressly set forth herein or in any Ancillary Agreement, no member of the Availability Group or any of their respective employees, agents or representatives is representing or warranting in any way as to the SDS Assets or SDS Liabilities transferred, assumed or retained as contemplated hereby or thereby, as to any consents or approvals required in connection therewith, as to the value or freedom from any Encumbrances of, or any other matter concerning, any SDS Asset, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other SDS Asset, including any accounts receivable, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any SDS Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell . (on behalf of itself and each other member of the Honeywell Groupc) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, any all such Assets are being transferred on an “as is,” “where is” basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (ai) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Encumbrance; and (bii) any necessary Consents or Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied with.

Disclaimer of Representations and Warranties. Each of Honeywell ATI (on behalf of itself and each other member of the Honeywell GroupATI, including TII) and SpinCo Teledyne Technologies (on behalf of itself and each other member of the SpinCo Teledyne Technologies Group) understands and agrees that, except as expressly set forth herein or in this Agreement, any Ancillary Agreement or the Tax Opinion RepresentationsAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable(including whether an Asset is Year 2000 Compliant), as to any Governmental Approvals consents or other Consents approvals required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim counterclaims with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member . Without limiting the scope of the Honeywell Groupforegoing, no party makes any representations or warranties as to the Intellectual Property sought to be transferred herein, including, without limitation, whether such Intellectual Property or any portion thereof is valid, enforceable, freely transferable, free and clear of liens (except permitted liens) or sufficient and SpinCo (on behalf complete in order to conduct the Teledyne Technologies Business, whether any party herein owns, has the exclusive right to use or has the ability to practice such Intellectual Property or any portion thereof, or whether such Intellectual property or the operation of itself and each other member any aspect of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), Teledyne Technologies Business infringes or conflicts in any Ancillary Agreement or the Tax Opinion Representationsway with any Intellectual Property right of any third party. Except as may expressly be set forth herein or in any Ancillary Agreement, any all such Assets are being transferred on an “"as is,” “" "where is” ," "with all faults" basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest. Without limiting the foregoing, neither ATI nor any other party hereto (excluding Teledyne Technologies), or to any Ancillary Agreement, is making any representation or warranty to Teledyne Technologies or any other Person in respect of the Teledyne Technologies Balance Sheet, including in respect of the accuracy or presentation thereof, or the adequacy of accruals, reserves and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied withamounts reflected thereon.

Disclaimer of Representations and Warranties. Each of Honeywell Parent (on behalf of itself and each other member of the Honeywell Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, the Merger Agreement, or any Ancillary Agreement or the Tax Opinion RepresentationsAgreement, no party to this Agreement, the Merger Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, the Merger Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Businessthereby, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests Liens of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of setoff set-off or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell Parent (on behalf of itself and each other member of the Honeywell Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c9.2(c), in the Merger Agreement, or in any Ancillary Agreement or the Tax Opinion RepresentationsAgreement. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Liens and (b) any necessary notices, Governmental Approvals or other Consents are not obtained delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement, Real Estate Separation Document or any other instrument, assignment, document or agreement described in Section 2.1 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.5, each of SpinCo, on behalf of itself and the SpinCo Group (and, following the Distribution and Merger, its Affiliates), and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Honeywell Buyer acknowledges that (on behalf of itself a) it has had, and each pursuant to this Agreement shall have before Closing, access to the Company, its Subsidiaries and their respective assets and the officers or other member representatives of the Honeywell GroupCompany, its Subsidiaries and Seller and (b) in making the decision to enter into this Agreement and SpinCo consummate the transactions contemplated hereby, Buyer has relied solely on (on behalf of itself i) its own independent investigation, including environmental and each other member of inspections, and (ii) the SpinCo Group) understands express representations, warranties, covenants and agreements specifically set forth in this Agreement and any other agreement or certificate delivered pursuant hereto, and Seller and the Company expressly disclaim all liability and responsibility for, and Buyer expressly acknowledges and agrees thatthat it has not relied upon, except any representation, warranty, statement or communication made, communicated (orally or in writing) to Buyer or any of its Affiliates, employees, agents, consultants or representatives other than as expressly set forth in this AgreementAgreement and any other agreement or certificate delivered pursuant hereto (including, without limitation, any Ancillary Agreement opinion, information, projection or advice that may have been provided to Buyer by any officer, director, manager, employee, agent, consultant, representative or advisor of the Tax Opinion RepresentationsCompany, no party its Subsidiaries, Seller or any of their respective Affiliates). Toward this end, except to the extent expressly incorporated in the representations and warranties set forth in this Agreement, any Ancillary Agreement or any other agreement or document certificate delivered pursuant hereto, neither the Company nor Seller or Seller’s Affiliates shall have liability to Buyer, any Buyer Party (including following the Closing, the Company and its Subsidiaries) or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any such information relating to the Company and its Subsidiaries, or prepared by or on behalf of the Company and its Subsidiaries, and supplied to Buyer before or after the date of this Agreement, or any information, documents or materials made available to Buyer in any data rooms, any presentations or any other form relating to the business of the Company and its Subsidiaries in connection with the transactions contemplated hereby. Accordingly, Buyer acknowledges that, the representations and warranties of Seller and the Company set forth in Article III and Article IV and any other agreement or certificate delivered pursuant hereto are the sole representations and warranties of Seller and the Company with respect to the transactions contemplated by this Agreement or any Ancillary Agreement is representing or warranting and, except as expressly and specifically set forth in this Agreement, neither the Company nor Seller nor either of their respective Affiliates has made, and THE COMPANY, SELLER AND THEIR RESPECTIVE AFFILIATES MAKE NO AND DISCLAIM ANY, AND BUYER DISCLAIMS ANY RELIANCE ON ANY, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, REGARDING (i) TITLE TO ANY ASSETS OR LAND USE RIGHTS, (ii) THE QUALITY, CONDITION, OR OPERABILITY OF ANY REAL OR PERSONAL PROPERTY, EQUIPMENT OR FIXTURES, INCLUDING FREEDOM FROM LATENT OR PATENT VICES OR DEFECTS, THEIR MERCHANTABILITY, THEIR FITNESS FOR ANY PARTICULAR PURPOSE OR THEIR CONFORMITY TO MODELS, SAMPLES OF MATERIALS OR MANUFACTURER DESIGN, (iii) THE CONTENTS, CHARACTER OR NATURE OF ANY REPORT OF ANY CONSULTANTS RELATING TO ANY 1. Nothing in this Section 12.1 shall in any way limit Buyer’s rights as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as claims for Actual Fraud. Notwithstanding anything to the sufficiency of the Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Businesscontrary in this Agreement, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or if in connection with any past transfers Action alleging Actual Fraud of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any a Seller Party (other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim than in connection with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained made by Seller and the Company in Section 12.01(c)Articles III and IV) the prevailing party in such Action shall be entitled to receive, in any Ancillary Agreement or addition to all other remedies to which such prevailing party may be entitled, the Tax Opinion Representations. Except as may expressly be set forth herein or costs and expenses incurred by the applicable prevailing party in any Ancillary Agreementsuch Action, any such Assets are being transferred on an “as is,” “where is” basis including reasonable attorneys’ fees and the respective transferees shall bear the economic expenses, court costs, and legal risks that other expenses, even if not recoverable by Law (a) any conveyance shall prove including, without limitation, all fees, taxes, costs, and expenses incident to be insufficient to vest in the transferee good appellate, bankruptcy, and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied withpost-judgment proceedings).

Disclaimer of Representations and Warranties. Each Buyer acknowledges that (i) it has had and pursuant to this Agreement will have before Closing access to Seller, the Affordable Housing Group, the Projects and Parent, and the officers and employees of Honeywell Seller and the Affordable Housing Group, and Parent and (ii) in making the decision to enter into this Agreement and consummate the transactions contemplated hereby, Buyer has relied solely on behalf the basis of itself its own independent investigation and each other member of upon the Honeywell Group) express representations, warranties, covenants, and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees agreements set forth in this Agreement. Accordingly, Buyer acknowledges that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Tax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred or assumed hereby or thereby for the conduct Seller and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereofParent have not made, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c)Seller AND PARENT MAKE NO AND DISCLAIM ANY REPRESENTATION OR WARRANTY, in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary AgreementWHETHER EXPRESS OR IMPLIED, any such Assets are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable titleAND WHETHER BY COMMON LAW, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied withSTATUTE, OR OTHERWISE, REGARDING THE AVAILABILITY OF TAX CREDITS, ANY EXPECTED YIELD FROM THE INVESTMENT, OR THE QUALITY, CONDITION, OR OPERABILITY OF ANY PROJECT, INCLUDING, WITHOUT LIMITATION, ANY IMPROVEMENTS, PERSONAL PROPERTY, EQUIPMENT, OR FIXTURES PART OF ANY SUCH PROJECT; IT BEING ACKNOWLEDGED BY THE PARTIES HERETO THAT THE AFFORDABLE HOUSING GROUP AND EACH PROJECT, INCLUDING ANY IMPROVEMENTS, PERSONAL PROPERTY, EQUIPMENT, OR FIXTURES ARE DELIVERED "AS IS, WHERE IS" IN THE CONDITION IN WHICH THE SAME EXISTS.

Disclaimer of Representations and Warranties. Each of Honeywell (EXCEPT AS EXPRESSLY SET FORTH IN THIS Article III, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY OR ANY OF ITS ASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. The Company acknowledges, for itself and on behalf of itself and each other member of the Honeywell GroupSellers, that (i) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly contained in Article IV hereof or expressly set forth in this Agreementany other Transaction Document, any Ancillary Agreement or none of Parent, the Tax Opinion Representations, no party to this Agreement, any Ancillary Agreement Merger Subs or any other agreement Person has made or document contemplated by this Agreement makes any other express or implied representation or warranty, either written or oral, at law or in equity on behalf of Parent, the Merger Subs or their Affiliates, in respect of Parent, the Merger Subs, their Affiliates or any Ancillary Agreement is representing of their respective businesses, assets, liabilities, operations, prospects, or warranting condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of Parent’s or its Affiliates’ business, the effectiveness or the success of any operations, or the accuracy or completeness of any Confidential Information memoranda, documents, projections, material or other information (financial or otherwise) regarding Parent, the Merger Subs or their Affiliates furnished to the Company, any Seller or any of their respective representatives or made available to the Company, any Seller or any of their respective representatives in any way as to “data rooms,” “virtual data rooms,” management presentations or in any Assets or Liabilities transferred or assumed as contemplated hereby or therebyother form in expectation of, as to the sufficiency of the Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with with, the Mergers, or in respect of any past transfers other matter or thing whatsoever, and (ii) the Company has not relied on any representation or warranty of Parent, the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, Merger Subs or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or Person other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on than the representations and warranties expressly contained in Section 12.01(c), Article IV of this Agreement or expressly set forth in any Ancillary Agreement other Transaction Document (as applicable). Notwithstanding the foregoing, nothing in this Section 3.27 is intended to, and it shall not impede, impair, hinder or affect in any respect any claim based upon Fraud solely with respect to the Tax Opinion Representations. Except as may expressly be representations and warranties set forth herein or in any Ancillary Article IV of this Agreement, any such Assets are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied with.

Disclaimer of Representations and Warranties. Each of Honeywell (on behalf of itself YOUR ACCESS TO AND USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, SKIM PLUS and its parents, subsidiaries and affiliates and each other member of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, the Honeywell Group“SKIM PLUS Parties”) hereby disclaim and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees thatmake no representations, except as expressly set forth in this Agreementwarranties, any Ancillary Agreement endorsements, or the Tax Opinion Representationspromises, no party to this Agreement, any Ancillary Agreement express or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or therebyimplied, as to to: (a) the sufficiency of Site (including the Assets or Liabilities transferred or assumed hereby or thereby for Content and the conduct and operations of User-Generated Content); (b) the SpinCo Business or the Honeywell Businessfunctions, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests offeatures, or any other matter concerning, any Assets or Liabilities of such partyelements on, or as made accessible through, the Site; (c) any products, services, or instructions offered or referenced at or linked through the Site; (d) security associated with the transmission of your User-Generated Content transmitted to SKIM PLUS via the Site; (e) whether the Site or the servers that make the Site available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device); (f) whether the information (including any instructions) on the Site is accurate, complete, correct, adequate, useful, timely, or reliable; (g) whether any defects to or errors on the Site will be repaired or corrected; (h) whether your access to the absence Site will be uninterrupted; (i) whether the Site will be available at any particular time or location; and (j) whether your use of the Site is lawful in any defenses particular jurisdiction. EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A SKIM PLUS PARTY, SKIM PLUS PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. Some jurisdictions limit or rights do not allow the disclaimer of setoff or freedom from counterclaim with respect to any claim implied or other Asset, including any accounts receivable, of any such party, or as warranties so the above disclaimers may not apply to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, any extent such Assets jurisdictions’ laws are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied withapplicable.

Disclaimer of Representations and Warranties. Each of Honeywell (on behalf of itself and each other member Buyer has conducted an independent investigation of the Honeywell Group) and SpinCo (on behalf of itself and each other member Technology, the financial condition of the SpinCo Group) understands Company, the results of the operation of the Company’s business, the Company’s assets and agrees thatthe Company’s liabilities (collectively, except as the “Investigated Items”). In making its determination to proceed with the transactions contemplated by this Agreement, Buyer has relied solely upon the results of such investigation and the representations, warranties, schedules, covenants and agreements of the Company and the Sellers that are expressly set forth in this Agreement, any Ancillary Agreement or . Such representations and warranties constitute the Tax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document sole and exclusive representations and warranties of the Company and Sellers in connection with the transactions contemplated by this Agreement and the Investigated Items. Buyer understands that the neither the Company nor either of the Sellers make any representations or any Ancillary Agreement is representing or warranting in any way as warranties with respect to any Assets projections, forecasts or Liabilities transferred forward-looking information about the Company nor the Technology. There is no assurance that any projected or assumed as contemplated hereby forecasted results will be achieved. EXCEPT AS TO THOSE MATTERS EXPRESSLY COVERED BY THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT, BUYER IS (INDIRECTLY) ACCEPTING THE ASSETS AND LIABILITIES OF THE COMPANY ON AN “AS IS, WHERE IS BASIS”, AND THE COMPANY AND THE SELLERS DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTIES, WHETHER EXPRESS OR IMPLIED. THE COMPANY AND THE SELLERS MAKE NO REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE REGARDING ANY OF THE ASSETS OF THE COMPANY AND NO IMPLIED WARRANTIES WHATSOEVER. Without limiting the generality of the foregoing, Buyer is thoroughly familiar with the assets of the Company and the Technology and understand that the Company’s assets are being indirectly accepted “AS IS, WHERE IS” in their current condition and state of repair without any reduction in the Purchase Price or therebyclaim of any kind. Buyer acknowledges that neither the Company, either of the Sellers nor any of their representatives nor any other person has made any representation or warranty, express or implied, as to the sufficiency accuracy or completeness of any memoranda, charts, summaries, presentations or schedules heretofore made available by the Company nor either of the Assets Sellers or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as their representatives to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, Buyer or any other matter concerninginformation that is not included in this Agreement or the Schedules. Buyer also acknowledges that neither the Company, any Assets of the Sellers nor any of their representatives nor any other person will have or Liabilities of such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect be subject to any claim or liability to any other Asset, including any accounts receivable, person resulting from the distribution of any such partyinformation to, or as to the legal sufficiency use of any assignment, document or instrument such information by any other person. The Parties have executed and delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member this Merger Agreement as of the Honeywell Group) date first written above. BLASTGARD INTERNATIONAL, INC. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c)▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied with.Seller By: ________________________________

Disclaimer of Representations and Warranties. Each Grantor does not represent or warrant that it owns all seams of Honeywell (Coal on behalf of itself and each other member all of the Honeywell GroupProperty; rather, the intent of this Deed is to convey to Grantee only the Coal and Coal Mining Rights that Grantor presently owns pursuant to its instruments of title described on Exhibit A. Grantee acknowledges that the Coal and Coal Mining Rights are being sold and accepted “as is” and “with all faults” in their present condition, without any representation or warranty (express or implied) and SpinCo of any kind or nature, oral or written, past, present or future, with regard to (on behalf of itself and each other member a) the physical, operating, regulatory compliance, safety, or environmental condition of the SpinCo GroupProperty; (b) understands mineability, washability, volume, location, quantity, quality, access to or recoverability of Coal in, on or under the Property; (c) geological conditions of the Property; or (d) the accuracy, completeness, content or materiality of any data, information or records furnished to Grantee in connection with this Deed. Grantee acknowledges that it has made such investigation and conducted such due diligence of the condition of the Property and the Coal and Coal Mining Rights as Grantee deems necessary or advisable to consummate the transaction contemplated in this Deed, and is relying solely upon its own investigation and not upon any statement or opinion by Grantor. Grantee accepts title to the Coal and Coal Mining Rights subject to: (a) all liens for real estate, ad valorem or other taxes, assessments and governmental charges, whether general or special, not yet due and payable (and agrees thatto be solely responsible for payment of all unmined mineral taxes assessed on the Coal for calendar year 2007), except as expressly (b) zoning laws, building and use restrictions, codes and ordinances of any governmental authority, (c) any encumbrances, other matters of record, easements, rights-of-way, servitudes, permits, roadways, estates, covenants, conditions, exceptions, reservations, restrictions, disputes, closure errors, and prior grants, including, without limitation, grants or reservations of coal, oil, gas or other minerals and restrictions, apparent on the Property or shown by instruments known to Grantee or of record, (d) all matters that an accurate and complete map or survey, inspection and/or title examination would reveal, (e) the state of compliance or non-compliance of the Property, Coal and Coal Mining Rights with any laws, codes, ordinances, rules, regulations or private restrictive covenants applicable to or affecting the Coal and Coal Mining Rights, (f) water, sewage, gas, electric, telephone and cable lines and other utilities, if any, affecting the Coal and Coal Mining Rights, (g) any prior conveyance and any leases, licenses, operating agreements and other contracts and agreements relating to the right or privilege of exploring and drilling for, operation, producing, marketing and/or selling coalbed methane, coal mine methane or coal gob methane gas and all associated and appurtenant rights, easements and operating assets or of oil and natural gas, including pursuant to any prior deeds in favor of Grantee and that certain Master Lease, (h) the unrecorded Master Cooperation Agreement referenced in the Master Lease, and (i) any exceptions set forth in this Agreement, any Ancillary Agreement or the Tax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement deeds listed on Exhibit A which is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied withincorporated herein.

Disclaimer of Representations and Warranties. Each of Honeywell (on behalf of itself and each other member Hague has conducted an independent investigation of the Honeywell Group) License Agreement with W▇▇▇▇▇▇ ▇▇▇▇▇ R▇▇▇ University, (collectively, the “Investigated Items”). In making its determination to proceed with the transactions contemplated by this Agreement, Hague has relied solely upon the results of such investigation and SpinCo (on behalf the representations, warranties, schedules, covenants and agreements of itself and each other member of the SpinCo Group) understands and agrees that, except as Solterra that are expressly set forth in this Agreement, any Ancillary Agreement or . Such representations and warranties constitute the Tax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document sole and exclusive representations and warranties of Solterra in connection with the transactions contemplated by this Agreement and the Investigated Items. Hague understands that the neither Solterra nor either of the Solterra Shareholders make any representations or warranties with respect to any projections, forecasts or forward-looking information about Solterra or the investigated items. There is no assurance that any projected or forecasted results will be achieved. EXCEPT AS TO THOSE MATTERS EXPRESSLY COVERED BY THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT, HAGUE IS ACCEPTING THE ASSETS AND LIABILITIES OF SOLTERRA ON AN “AS IS, WHERE IS BASIS”, AND SOLTERRA AND THE SOLTERRA SHAREHOLDERS DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTIES, WHETHER EXPRESS OR IMPLIED. SOLTERRA AND THE SOLTERRA SHAREHOLDERS MAKE NO REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE REGARDING ANY OF THE ASSETS OF SOLTERRA AND NO IMPLIED WARRANTIES WHATSOEVER. Without limiting the generality of the foregoing, Hague is thoroughly familiar with the assets of Solterra and the Investigated Items and understand that Solterra’s assets are being indirectly accepted “AS IS. Hague acknowledges that neither Solterra, nor the Solterra Shareholders or any Ancillary Agreement is representing of their representatives has made any representation or warranting in any way as to any Assets warranty, express or Liabilities transferred or assumed as contemplated hereby or therebyimplied, as to the sufficiency of the Assets accuracy or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence completeness of any defenses memoranda, charts, summaries, presentations or rights of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied withschedules heretofore made available by Solterra.

Disclaimer of Representations and Warranties. Each Except as expressly set forth in this Agreement, it is understood and agreed that Sellers are not making and specifically disclaim any warranties or representations of Honeywell any kind or character, express or implied, with respect to or affecting any Acquired Assets, including, without limitation: (on behalf of itself and each other member a) the condition, merchantability, marketability, profitability, suitability or fitness for a particular use or purpose of the Honeywell GroupAcquired Assets, (b) and SpinCo (on behalf of itself and each other member the manner or quality of the SpinCo Groupconstruction or materials incorporated into any of the Acquired Assets and (c) understands the manner, quality, state of repair or lack of repair of the Acquired Assets. Buyers agree that except as expressly set forth herein with respect to the Acquired Assets, Buyers have not relied upon and agrees thatwill not rely upon, either directly or indirectly, any representation or warranty of Sellers or any agent of Sellers. Buyers represent that they are knowledgeable buyers and that they are relying solely on their own expertise and that of Buyers' consultants and the express representations and warranties contained in this Agreement and the Schedules hereto. Buyers acknowledge and agree that upon Closing, except as expressly set forth herein, Seller shall sell and convey to Buyers and Buyers shall accept the Acquired Assets "AS IS, WHERE IS," with all faults, and there are no oral agreements, warranties or representations collateral to or affecting the Acquired Assets by Sellers, any agent of Sellers or any third party, except as expressly set forth in this AgreementAgreement and the Schedules hereto. With respect to the real property included in the Acquired Assets, any Ancillary Agreement or the Tax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by except as expressly set forth in this Agreement and the Schedules hereto, Sellers are not making and specifically disclaim any warranties or representations of any Ancillary Agreement is representing kind or warranting in any way character, express or implied including, but not limited to, warranties or representations as to any Assets matters of zoning, tax consequences, physical or Liabilities transferred environmental conditions, availability of access, ingress or assumed as contemplated hereby egress, operating history or therebyprojections, as to the sufficiency of the Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Businessvaluation, as applicablegovernmental approvals, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, governmental regulations or any other matter concerningor thing relating to or affecting the property. The terms and conditions of this Section 2.25 shall expressly survive the Closing. Sellers are not liable or bound in any manner by any verbal or written statements, any Assets or Liabilities of such partyrepresentations, or as information pertaining to the absence of Acquired Assets furnished by any defenses or rights of setoff or freedom from counterclaim with respect to any claim real estate broker, agent, employee, servant or other Assetperson, including any accounts receivable, of any such party, or as to unless the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be same are specifically set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied withherein.

Disclaimer of Representations and Warranties. Each of Honeywell EXCEPT AS EXPRESSLY PROVIDED HEREIN, NO PARTY MAKES OR RECEIVES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE RESALE SERVICES CONTEMPLATED BY THIS AGREEMENT, AND EACH PARTY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. 13.0 INDEMNIFICATION 13.1. A Party (on behalf of itself the "INDEMNIFYING PARTY") shall defend and each indemnify the other member of Party, its officers, directors, employees and permitted assignees (collectively, the Honeywell Group"INDEMNIFIED PARTY") and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Tax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of hold such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that Indemnified Party harmless against (a) any conveyance shall prove Loss to be insufficient to vest a third person arising out of the negligence or willful misconduct by Indemnifying Party or its agents, contractors, or others retained by such parties in the transferee good and marketable title, free and clear connection with its provision of any Security Interest and services under this Agreement; (b) any necessary Governmental Approvals Loss arising from such Indemnifying Party's use of services offered under this Agreement, involving pending or threatened claims, actions, proceedings or suits ("CLAIMS") for libel, slander, invasion of privacy, or infringement of Intellectual Property rights arising from the Indemnifying Party's own communications or the communications of such Indemnifying Party's Customers; (c) any Loss arising from Claims for actual or alleged infringement of any Intellectual Property right of a third person to the extent that such Loss arises from an Indemnified Party's or an Indemnified Party's Customer's use of a service provided under this Agreement; provided, however, that an Indemnifying Party's obligation to defend and indemnify the Indemnified Party shall not apply in the case of (i) (A) any use by an Indemnified Party of a service (or element thereof) in combination with elements, services or systems supplied by the Indemnified Party or persons other Consents are not obtained or that any requirements of Laws or judgments are not complied with.than the

Disclaimer of Representations and Warranties. Each of Honeywell (on behalf of itself and each other member Buyer has conducted an independent investigation of the Honeywell Group) and SpinCo (on behalf of itself and each other member Technology, the financial condition of the SpinCo Group) understands Company, the results of the operation of the Company’s business, the Company’s assets and agrees thatthe Company’s liabilities (collectively, except as the “Investigated Items”). In making its determination to proceed with the transactions contemplated by this Agreement, Buyer has relied solely upon the results of such investigation and the representations, warranties, schedules, covenants and agreements of the Company and the Sellers that are expressly set forth in this Agreement, any Ancillary Agreement or . Such representations and warranties constitute the Tax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document sole and exclusive representations and warranties of the Company and Sellers in connection with the transactions contemplated by this Agreement and the Investigated Items. Buyer understands that the neither the Company nor either of the Sellers make any representations or any Ancillary Agreement is representing or warranting in any way as warranties with respect to any Assets projections, forecasts or Liabilities transferred forward-looking information about the Company nor the Technology. There is no assurance that any projected or assumed as contemplated hereby forecasted results will be achieved. EXCEPT AS TO THOSE MATTERS EXPRESSLY COVERED BY THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT, BUYER IS (INDIRECTLY) ACCEPTING THE ASSETS AND LIABILITIES OF THE COMPANY ON AN “AS IS, WHERE IS BASIS”, AND THE COMPANY AND THE SELLERS DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTIES, WHETHER EXPRESS OR IMPLIED. THE COMPANY AND THE SELLERS MAKE NO REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE REGARDING ANY OF THE ASSETS OF THE COMPANY AND NO IMPLIED WARRANTIES WHATSOEVER. Without limiting the generality of the foregoing, Buyer is thoroughly familiar with the assets of the Company and the Technology and understand that the Company’s assets are being indirectly accepted “AS IS, WHERE IS” in their current condition and state of repair without any reduction in the Purchase Price or therebyclaim of any kind. Buyer acknowledges that neither the Company, either of the Sellers nor any of their representatives nor any other person has made any representation or warranty, express or implied, as to the sufficiency accuracy or completeness of any memoranda, charts, summaries, presentations or schedules heretofore made available by the Company nor either of the Assets Sellers or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as their representatives to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, Buyer or any other matter concerninginformation that is not included in this Agreement or the Schedules. Buyer also acknowledges that neither the Company, any Assets of the Sellers nor any of their representatives nor any other person will have or Liabilities of such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect be subject to any claim or liability to any other Asset, including any accounts receivable, person resulting from the distribution of any such partyinformation to, or as to the legal sufficiency use of any assignment, document or instrument such information by any other person. The Parties have executed and delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member this Stock Purchase Agreement as of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied withdate first written above.

Disclaimer of Representations and Warranties. Each of Honeywell (EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV, PARENT, FIRST MERGER SUB AND SECOND MERGER SUB MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF PARENT, FIRST MERGER SUB, SECOND MERGER SUB OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. Parent, First Merger Sub and Second Merger Sub acknowledge, for themselves and on behalf of itself and each other member of the Honeywell GroupParent Indemnified Parties, that (i) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly contained in Article III hereof or expressly set forth in this Agreementany other Transaction Document, any Ancillary Agreement or none of the Tax Opinion RepresentationsCompany, no party to this Agreement, any Ancillary Agreement the Company Stockholders or any other agreement Person has made or document contemplated by this Agreement makes any other express or implied representation or warranty, either written or oral, at law or in equity on behalf of the Company Stockholders, the Company or their Affiliates, in respect of the Company’s business, the Company, its Affiliates, or any Ancillary Agreement is representing of their respective businesses, assets, liabilities, operations, prospects, or warranting condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the Company’s or its Affiliates’ business, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) regarding the Company, the Business, their respective assets or their respective Affiliates furnished to Parent, First Merger Sub and their representatives or made available to Parent, First Merger Sub and their representatives in any way as to “data rooms,” “virtual data rooms,” management presentations or in any Assets or Liabilities transferred or assumed as contemplated hereby or therebyother form in expectation of, as to the sufficiency of the Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of with, the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests ofMergers, or in respect of any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereofwhatsoever, and each of Honeywell (ii) Parent and the Merger Subs have not relied on behalf of itself and each other member any representation or warranty of the Honeywell Group) and SpinCo (on behalf of itself and each Company other member of the SpinCo Group) has relied only on than the representations and warranties expressly contained in Section 12.01(c), Article III of this Agreement or expressly set forth in any Ancillary Agreement other Transaction Document. Notwithstanding the foregoing, nothing in this Section 4.12 is intended to, and it shall not impede, impair, hinder or affect in any respect any claim based upon Fraud solely with respect to the Tax Opinion Representations. Except as may expressly be representations and warranties set forth herein or in any Ancillary Article III of this Agreement, any such Assets are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied with.

Disclaimer of Representations and Warranties. Each of Honeywell ATI (on behalf of itself and each other member of the Honeywell GroupATI, including TII) and SpinCo Water Pik (on behalf of itself and each other member of the SpinCo Water Pik Group) understands and agrees that, except as expressly set forth herein or in this Agreement, any Ancillary Agreement or the Tax Opinion RepresentationsAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable(including whether an asset is Year 2000 Compliant), as to any Governmental Approvals consents or other Consents approvals required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim counterclaims with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, any all such Assets are being transferred on an “"as is,” “" "where is” ," "with all faults" basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest. Without limiting the foregoing, neither ATI nor any other party hereto (excluding Water Pik), or to any Ancillary Agreement, is making any representation or warranty to Water Pik or any other Person in respect of the Water Pik Balance Sheet, including in respect of the accuracy or presentation thereof, or the adequacy of accruals, reserves and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied withamounts reflected thereon.

Disclaimer of Representations and Warranties. Each of Honeywell (on behalf of itself Except as and each other member of to the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as extent expressly set forth in this AgreementARTICLE IV or in ARTICLE III (as qualified by the Seller Disclosure Letter), neither any Ancillary Agreement of the Sellers nor any of the Members makes any representations or the Tax Opinion Representations, no party warranties whatsoever to this Agreement, any Ancillary Agreement Buyer or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereofPerson, and each of Honeywell the Sellers and Members hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (on behalf of itself and each orally or in writing) to Buyer or any other member Person (including without limitation any opinion, information, projection, or advice that may have been or may be provided to Buyer or any other Person by any director, officer, employee, agent, consultant, or representative of the Honeywell Group) and SpinCo (on behalf of itself and each other member Sellers or any of the SpinCo GroupMembers) has relied only on except for the representations representations, warranties, statements or information made or included in this ARTICLE IV or in ARTICLE III (as qualified by the Seller Disclosure Letter). Without limiting the generality of the foregoing, except as and warranties to the extent expressly contained set forth in Section 12.01(cthis ARTICLE IV (AS QUALIFIED BY THE SELLER DISCLOSURE LETTER), in NEITHER THE SELLERS NOR ANY OF THE MEMBERS MAKES ANY REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO (I) THE CONDITION, REPAIR, MAINTENANCE, DESIGN, OR MARKETABILITY OF THE PURCHASED ASSETS OR ANY PORTION THEREOF, (II) THE OPERATIONS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL OR OTHERWISE), OR PROSPECTS OF THE BUSINESS, OR (III) ANY MATERIALS OR INFORMATION THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER OR ANY OTHER PERSON IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, INCLUDING ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT, EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS ARTICLE IV, PURCHASER WILL ACQUIRE THE PURCHASED ASSETS IN THEIR PRESENT CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS”. Neither the Sellers nor any Ancillary Agreement of the Members is, directly or indirectly, making any representations or warranties regarding any pro-forma financial information, financial projections or other forward-looking statements with respect to the Sellers or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied withBusiness.

Disclaimer of Representations and Warranties. Each (a) Except for the representations and warranties set forth in Section 2, each of Honeywell (Parent and Merger Sub acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of itself the Company to Parent or Merger Sub, and each other member of the Honeywell Group) Company hereby disclaims, and SpinCo (Parent and Merger Sub hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of itself the Company, and each other member of notwithstanding the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement delivery or the Tax Opinion Representations, no party disclosure to this Agreement, any Ancillary Agreement Parent or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests ofMerger Sub, or any other matter concerningof their Representatives or Affiliates, any Assets or Liabilities of such party, or as to the absence of any defenses documentation or rights other information by the Company or any of setoff its Representatives or freedom from counterclaim Affiliates with respect to any claim one or more of the foregoing. In particular, without limiting the foregoing disclaimer, neither the Company nor any other AssetPerson makes or has made any representation or warranty to Parent, including any accounts receivable, of any such partyMerger Sub, or as any of their Affiliates or Representatives, and Parent and Merger Sub hereby disclaim any reliance upon, any representation or warranty with respect to any financial projection, forecast, estimate, budget or prospect information relating to the legal sufficiency of any assignmentCompany, document its Subsidiary or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell their respective businesses. (on behalf of itself and each other member of the Honeywell Groupb) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on Except for the representations and warranties expressly contained set forth in Section 12.01(c)3, in the Company acknowledges and agrees that no representation or warranty of any Ancillary Agreement kind whatsoever, express or the Tax Opinion Representations. Except as may expressly be set forth herein implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of Parent or Merger Sub, and Parent and Merger Sub hereby disclaim, and the Company hereby disclaims any Ancillary Agreementreliance upon, any such Assets are being transferred representation or warranty, whether by or on an “as is,” “where is” basis behalf of Parent or Merger Sub, and notwithstanding the delivery or disclosure to the Company, or any of their Representatives or Affiliates of any documentation or other information by Parent or Merger Sub or any of their respective Representatives or Affiliates with respect to any one or more of the foregoing. In particular, without limiting the foregoing disclaimer, neither Parent, Merger Sub nor any other Person makes or has made any representation or warranty to the Company, or any of its Affiliates or Representatives, and the Company hereby disclaims any reliance upon, any representation or warranty with respect to any financial projection, forecast, estimate, budget or prospect information relating to the Surviving Corporation, its Subsidiary or their respective transferees shall bear businesses after the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied withClosing.

Disclaimer of Representations and Warranties. Each of Honeywell the Buyer Parties acknowledges that (i) it has had and pursuant to this Agreement shall have before Closing access to the Acquired Companies and the Acquired Company Assets and the officers or other representatives of the Seller and (ii) in making the decision to enter into this Agreement and consummate the transactions contemplated hereby, such Buyer Party has relied solely on the basis of its own independent investigation, including environmental and other inspections, and upon the express representations, warranties, covenants, and agreements set forth in this Agreement, and the Seller Parties expressly disclaim all liability and responsibility for any representation, warranty, statement or communication made or communicated (orally or in writing) to such Buyer Party or any of its Affiliates, employees, agents, consultants or representatives other than as expressly set forth in this Agreement or any Transaction Document (including, without limitation, any opinion, information, projection or advice that may have been provided to the Buyer by any officer, director, employee, agent, consultant, representative or advisor of the Seller or any of its Affiliates). Toward this end, except as expressly set forth in this Agreement, no Seller Indemnitee shall have liability to any Buyer Party or any other Person resulting from the distribution to any Buyer Party, or any Buyer Party’s use of, any such information relating to any Seller Indemnitee, or prepared by or on behalf of itself any Seller Indemnitee, and each supplied to any Buyer Party before the date of this Agreement, or any information, documents or materials made available to the Buyer Parties in any data rooms, any presentation or in any other member form relating to the business of the Honeywell Group) and SpinCo (on behalf of itself and each other member of Acquired Companies in connection with the SpinCo Group) understands and agrees transactions contemplated hereby. Accordingly, the Buyer Parties acknowledge that, except as expressly set forth in this Agreement, any Ancillary Agreement or none of the Tax Opinion RepresentationsSeller Parties has made, no party to this Agreementand THE SELLER PARTIES MAKE NO AND DISCLAIM ANY, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or therebyREPRESENTATIONS OR WARRANTIES, as WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL OF THE ACQUIRED COMPANY ASSETS ARE DELIVERED IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS, WHERE IS” WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR UNDISCOVERABLE), INCLUDING FOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION. THE INCLUSION BY ANY SELLER PARTY OF ANY OF THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS AGREEMENT DOES NOT CONSTITUTE AN ADMISSION OR ACKNOWLEDGEMENT, EXPRESSED OR IMPLIED, OF FAULT, RESPONSIBILITY OR LIABILITY OF ANY KIND BY ANY SELLER PARTY UNDER ANY LAW (INCLUDING ANY ENVIRONMENTAL LAW) FOR ACTS, OMISSIONS, OBLIGATIONS OR EVENTS INVOLVING THE PRESENCE, IF ANY, OF ANY POLLUTANTS, CONTAMINANTS, TOXIN OR HAZARDOUS OR EXTREMELY HAZARDOUS SUBSTANCES, MATERIALS, WASTES, CONSTITUENTS, COMPOUNDS OR CHEMICALS THAT ARE REGULATED BY, OR MAY FORM THE BASIS OF LIABILITY UNDER, ANY ENVIRONMENTAL LAWS ON OR ADJACENT TO THE PARTNERSHIP’S ASSETS. The Parties agree that, to the sufficiency of extent required by Law to be effective, the Assets or Liabilities transferred or assumed hereby or thereby disclosures contained in this Section 8(h) are “conspicuous” for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, purposes of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied withLaws.

Disclaimer of Representations and Warranties. Each of Honeywell (on behalf of itself YOUR ACCESS TO AND USE OF THE DASHBOARD IS AT YOUR SOLE RISK. THE DASHBOARD IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, Company and its subsidiaries and each other member of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, the Honeywell Group“Company Parties”) hereby disclaim and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees thatmake no representations, except as expressly set forth in this Agreementwarranties, any Ancillary Agreement endorsements, or the Tax Opinion Representationspromises, no party to this Agreement, any Ancillary Agreement express or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or therebyimplied, as to to: (a) the sufficiency of Dashboard (including the Assets or Liabilities transferred or assumed hereby or thereby for Content and the conduct and operations of Feedback); (b) the SpinCo Business or the Honeywell Businessfunctions, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests offeatures, or any other matter concerning, any Assets or Liabilities of such partyelements on, or as made accessible through, the Dashboard; (c) any products, services, or instructions offered or referenced at or linked through the Dashboard; (d) security associated with the transmission of your Feedback transmitted to Company via the Dashboard; (e) whether the Dashboard or the servers that make the Dashboard available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device); (f) whether the information (including any instructions) on the Dashboard is accurate, complete, correct, adequate, useful, timely, or reliable; (g) whether any defects to or errors on the Dashboard will be repaired or corrected; (h) whether your access to the absence Dashboard will be uninterrupted; (i) whether the Dashboard will be available at any particular time or location; and (j) whether your use of the Dashboard is lawful in any defenses particular jurisdiction. EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A COMPANY PARTY, COMPANY PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. Some jurisdictions limit or rights do not allow the disclaimer of setoff or freedom from counterclaim with respect to any claim implied or other Asset, including any accounts receivable, of any such party, or as warranties so the above disclaimers may not apply to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, any extent such Assets jurisdictions’ laws are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied withapplicable.

Disclaimer of Representations and Warranties. Each of Honeywell (on behalf of itself YOUR ACCESS TO AND USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, Noosa Labs, Inc. and its subsidiaries and each other member of the Honeywell Grouptheir respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, “Sendtric Parties”) hereby disclaim and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees thatmake no representations, except as expressly set forth in this Agreementwarranties, any Ancillary Agreement endorsements, or the Tax Opinion Representationspromises, no party to this Agreement, any Ancillary Agreement express or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or therebyimplied, as to to: (a) the sufficiency of Site (including the Assets or Liabilities transferred or assumed hereby or thereby for Content and the conduct and operations of User-Generated Content); (b) the SpinCo Business or the Honeywell Businessfunctions, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests offeatures, or any other matter concerning, any Assets or Liabilities of such partyelements on, or as made accessible through, the Site; (c) any products, services, or instructions offered or referenced at or linked through the Site; (d) security associated with the transmission of your User-Generated Content transmitted to Sendtric or via the Site; (e) whether the Site or the servers that make the Site available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device); (f) whether the information (including any instructions) on the Site is accurate, complete, correct, adequate, useful, timely, or reliable; (g) whether any defects to the absence Site will be repaired; and (h) whether your use of the Site is lawful in any defenses particular jurisdiction. EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A SENDTRIC PARTY, SENDTRIC PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. Some jurisdictions limit or rights do not allow the disclaimer of setoff or freedom from counterclaim with respect to any claim implied or other Asset, including any accounts receivable, of any such party, or as warranties so the above disclaimers may not apply to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, any extent such Assets jurisdictions’ laws are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied withapplicable.

Disclaimer of Representations and Warranties. (a) Each of Honeywell Intercontinental (on behalf of itself and each other member of the Honeywell GroupSnackCo Entity) and SpinCo Group Brands (on behalf of itself and each other member of the SpinCo GroupGroceryCo Entity) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Tax Opinion Representations, no party (including its and their Affiliates and Subsidiaries) to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing making any representations or warranting warranties relating in any way as to the Intellectual Property, to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents Consent required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such partyIntellectual Property, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value Intellectual Property upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary this Agreement, any such Assets are (a) all Intellectual Property is being transferred or licensed on an “as is,” “where is” basis and basis, (b) any implied warranty of merchantability, fitness for a specific purpose or otherwise is hereby expressly disclaimed, (c) the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (d) none of the parties (including their Affiliates or Subsidiaries) to this Agreement or any other Person makes any representation or warranty with respect to any information, documents or materials made available in connection with entering into this Agreement, or the transactions contemplated hereby. (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied withEACH PARTY ACKNOWLEDGES AND AGREES THAT THE ASSIGNMENTS AND LICENSES HEREIN ARE MADE ON AN “AS-IS,” QUITCLAIM BASIS AND THAT NEITHER PARTY NOR ANY SUBSIDIARY OF SUCH PARTY HAS MADE OR WILL MAKE ANY WARRANTY WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY, NON-INFRINGEMENT OR VALIDITY OF PATENT CLAIMS (ISSUED OR PENDING).

Disclaimer of Representations and Warranties. Each of Honeywell Buyer acknowledges that (on behalf of itself i) it has had, and each pursuant to this Agreement shall have before Closing, access to the Company, the Company’s Subsidiaries and their respective assets and the officers or other member representatives of the Honeywell GroupCompany, the Company’s Subsidiaries and Seller and (ii) in making the decision to enter into this Agreement and SpinCo consummate the transactions contemplated hereby, Buyer has relied solely on the basis of its own independent investigation, including environmental and other inspections, and upon the express representations, warranties, covenants and agreements set forth in this Agreement, and Seller and the Company expressly disclaim all liability and responsibility (on behalf in the absence of itself and each intentional fraud) for any representation, warranty, statement or communication made or communicated (orally or in writing) to Buyer or any of its Affiliates, employees, agents, consultants or representatives other member than as expressly set forth in this Agreement (including, without limitation, any opinion, information, projection or advice that may have been provided to Buyer by any officer, director, employee, agent, consultant, representative or advisor of the SpinCo Group) understands and agrees Company, the Company’s Subsidiaries, Seller or any of their respective Affiliates). Accordingly, Buyer acknowledges that, except as expressly set forth in this Agreement, any Ancillary Agreement or neither the Tax Opinion RepresentationsCompany nor the Seller has made, no party to this Agreementand THE COMPANY AND SELLER MAKE NO AND DISCLAIM ANY, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or therebyREPRESENTATIONS OR WARRANTIES, as WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL ASSETS ARE DELIVERED IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS, WHERE IS” WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR UNDISCOVERABLE). THE INCLUSION BY THE COMPANY OR SELLER OF ANY OF THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS CONTAINED IN THIS AGREEMENT DOES NOT CONSTITUTE AN ADMISSION OR ACKNOWLEDGEMENT, EXPRESSED OR IMPLIED, OF FAULT, RESPONSIBILITY OR LIABILITY OF ANY KIND BY THE COMPANY OR SELLER UNDER ANY LAW. Buyer agrees that, to the sufficiency of extent required by Law to be effective, the Assets or Liabilities transferred or assumed hereby or thereby disclosures contained in this Section 11.1 are “conspicuous” for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, purposes of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied withLaws.

Disclaimer of Representations and Warranties. Each The Buyer acknowledges that (i) it has had and pursuant to this Agreement shall have before Closing access to the Acquired Companies and the Acquired Company Assets and the officers of Honeywell the Seller and (ii) in making the decision to enter into this Agreement and consummate the transactions contemplated hereby, the Buyer has relied solely on the basis of its own independent investigation, including environmental and other inspections, and upon the express representations, warranties, covenants, and agreements set forth in this Agreement, and the Seller expressly disclaims all liability and responsibility for any representation, warranty, statement or communication made or communicated (orally or in writing) to the Buyer or any of its Affiliates, employees, agents, consultants or representatives other than as expressly set forth in this Agreement or any Transaction Agreement (including, without limitation, any opinion, information, projection or advice that may have been provided to the Buyer by any officer, director, employee, agent, consultant, representative or advisor of the Seller or any of its Affiliates). Toward this end, except as expressly set forth in this Agreement, no Seller Indemnitee shall have liability to the Buyer or any other Person resulting from the distribution to the Buyer, or the Buyer's use of, any such information relating to any Seller Indemnitee, or prepared by or on behalf of itself any Seller Indemnitee, and each supplied to the Buyer before the date of this Agreement, or any information, documents or materials made available to the Buyer in any data rooms, any presentation or in any other member form relating to the business of the Honeywell Group) and SpinCo (on behalf of itself and each other member of Acquired Companies in connection with the SpinCo Group) understands and agrees transactions contemplated hereby. Accordingly, the Buyer acknowledges that, except as expressly set forth in this Agreement, any Ancillary Agreement the Seller has not made, and THE SELLER MAKES NO AND DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, REGARDING (i) TITLE TO ANY OF THE ACQUIRED COMPANY ASSETS (INCLUDING ANY RIGHTS OF WAY) (WHETHER RELATING TO DEFECTIVE TITLE OR GAPS IN TITLE), (ii) THE QUALITY, CONDITION, OR OPERABILITY OF ANY REAL OR PERSONAL PROPERTY, EQUIPMENT, OR FIXTURES, INCLUDING FREEDOM FROM LATENT OR PATENT VICES OR DEFECTS, (iii) THEIR MERCHANTABILITY, (iv) THEIR FITNESS FOR ANY PARTICULAR PURPOSE, (v) THEIR CONFORMITY TO MODELS, SAMPLES OF MATERIALS OR MANUFACTURER DESIGN, (vi) THE CONTENTS, CHARACTER OR NATURE OF ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANTS, OR ANY ENGINEERING, GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION RELATING TO ANY ACQUIRED COMPANY ASSETS, (vii) THE QUANTITY, QUALITY, PRODUCTION OR RECOVERABILITY OF HYDROCARBONS, (viii) ANY ESTIMATES OF THE VALUE OF THE ACQUIRED COMPANY EQUITY INTERESTS OR RELATED ACQUIRED COMPANY ASSETS OR FUTURE REVENUES GENERATED THEREFROM, (ix) THE MAINTENANCE, REPAIR, CONDITION, QUALITY SUITABILITY, DESIGN OR MARKETABILITY OF THE ACQUIRED COMPANY ASSETS, (x) THE CONTENT, CHARACTER OR NATURE OF ANY INFORMATION MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY ANY PERSON WITH RESPECT TO THE ACQUIRED COMPANY EQUITY INTERESTS OR ACQUIRED COMPANY ASSETS, (xi) ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ANY DISCUSSION OR PRESENTATION RELATED THERETO, (xii) ANY EXPRESS OR IMPLIED WARRANTY OF FREEDOM FROM INTELLECTUAL PROPERTY INFRINGEMENT, (xiii) ANY RIGHTS OF A PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (xiv) ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF THE ACQUIRED COMPANY ASSETS, AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL OF THE ACQUIRED COMPANY ASSETS ARE DELIVERED IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, "AS IS, WHERE IS" WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR UNDISCOVERABLE), INCLUDING FOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION. THE INCLUSION BY ANY SELLER PARTY OF ANY OF THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS AGREEMENT DOES NOT CONSTITUTE AN ADMISSION OR ACKNOWLEDGEMENT, EXPRESSED OR IMPLIED, OF FAULT, RESPONSIBILITY OR LIABILITY OF ANY KIND BY ANY SELLER PARTY UNDER ANY LAW (INCLUDING ANY ENVIRONMENTAL LAW) FOR ACTS, OMISSIONS, OBLIGATIONS OR EVENTS INVOLVING THE PRESENCE, IF ANY, OF ANY POLLUTANTS, CONTAMINANTS, TOXIN OR HAZARDOUS OR EXTREMELY HAZARDOUS SUBSTANCES, MATERIALS, WASTES, CONSTITUENTS, COMPOUNDS OR CHEMICALS THAT ARE REGULATED BY, OR MAY FORM THE BASIS OF LIABILITY UNDER, ANY ENVIRONMENTAL LAWS ON OR ADJACENT TO THE ACQUIRED COMPANY ASSETS. The Buyer acknowledges and agrees that the Seller cannot and does not covenant or warrant that the Tax Opinion Representations, no party Buyer shall become successor operator of the Blue Water Plant since such assets and properties may be subject to this Agreement, any Ancillary Agreement operating or any other agreement or agreements that document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as the procedure relating to the sufficiency appointment of the Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Businessa successor operator. The Parties agree that, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests ofextent required by Law to be effective, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, disclosures contained in this Section 8(h) are "conspicuous" for purposes of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied withLaws.

Disclaimer of Representations and Warranties. Each of Honeywell (on behalf of itself YOUR ACCESS TO AND USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, Sendtric, LLC. and its subsidiaries and each other member of the Honeywell Grouptheir respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, “Sendtric Parties”) hereby disclaim and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees thatmake no representations, except as expressly set forth in this Agreementwarranties, any Ancillary Agreement endorsements, or the Tax Opinion Representationspromises, no party to this Agreement, any Ancillary Agreement express or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or therebyimplied, as to to: (a) the sufficiency of Site (including the Assets or Liabilities transferred or assumed hereby or thereby for Content and the conduct and operations of User-Generated Content); (b) the SpinCo Business or the Honeywell Businessfunctions, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests offeatures, or any other matter concerning, any Assets or Liabilities of such partyelements on, or as made accessible through, the Site; (c) any products, services, or instructions offered or referenced at or linked through the Site; (d) security associated with the transmission of your User-Generated Content transmitted to Sendtric or via the Site; (e) whether the Site or the servers that make the Site available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device); (f) whether the information (including any instructions) on the Site is accurate, complete, correct, adequate, useful, timely, or reliable; (g) whether any defects to the absence Site will be repaired; and (h) whether your use of the Site is lawful in any defenses particular jurisdiction. EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A SENDTRIC PARTY, SENDTRIC PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. Some jurisdictions limit or rights do not allow the disclaimer of setoff or freedom from counterclaim with respect to any claim implied or other Asset, including any accounts receivable, of any such party, or as warranties so the above disclaimers may not apply to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, any extent such Assets jurisdictions’ laws are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied withapplicable.

Disclaimer of Representations and Warranties. Each of Honeywell ATI (on behalf of itself and each other member of the Honeywell GroupATI, including TII) and SpinCo Water Pik (on behalf of itself and each other member of the SpinCo Water Pik Group) understands and agrees that, except as expressly set forth herein or in this Agreement, any Ancillary Agreement or the Tax Opinion RepresentationsAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable(including whether an asset is Year 2000 Compliant), as to any Governmental Approvals consents or other Consents approvals required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim counterclaims with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member . Without limiting the scope of the Honeywell Groupforegoing, no party makes any representations or warranties as to the Intellectual Property sought to be transferred herein, including, without limitation, whether such Intellectual Property or any portion thereof is valid, enforceable, freely transferable, free and clear of liens (except permitted liens) or sufficient and SpinCo (on behalf complete in order to conduct the Water Pik Business, whether any party herein owns, has the exclusive right to use or has the ability to practice such Intellectual Property or any portion thereof, or whether such Intellectual Property or the operation of itself and each other member any aspect of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 12.01(c), Water Pik Business infringes or conflicts in any Ancillary Agreement or the Tax Opinion Representationsway with any Intellectual Property right of any third party. Except as may expressly be set forth herein or in any Ancillary Agreement, any all such Assets are being transferred on an “"as is,” “" "where is” ," "with all faults" basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest. Without limiting the foregoing, neither ATI nor any other party hereto (excluding Water Pik), or to any Ancillary Agreement, is making any representation or warranty to Water Pik or any other Person in respect of the Water Pik Balance Sheet, including in respect of the accuracy or presentation thereof, or the adequacy of accruals, reserves and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied withamounts reflected thereon.