Common use of Independent Investigation; Seller’s Representations Clause in Contracts

Independent Investigation; Seller’s Representations. The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, Assets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Sellers or its representatives (except the specific representations and warranties of the Sellers set forth in Article III and the schedules thereto). The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the Sellers, its Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Medvend Entities, the Equity Interests or the Assets, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Sellers and the Medvend Entities or (iii) the probable success or profitability of the Business after the Closing and (b) none of the Sellers, their Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business and any information, documents or material made available to the Purchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTS

Independent Investigation; Seller’s Representations. The Purchaser Each of Buyer and Advance America has conducted its own independent investigation, review and analysis of the business, operations, Assetsassets, liabilities, results of operations, financial condition, software, technology condition and prospects of the Business, which investigation, review and analysis was done by the Purchaser and Buyer, its Affiliates and their representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser each of Buyer and Advance America acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Sellers Seller Parties or its representatives (except the specific representations and warranties of the Sellers Seller Parties set forth in Article III and the schedules Disclosure Schedules thereto). The Purchaser Each of Buyer and Advance America hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the SellersSeller Parties, its Affiliates, or any of their respective officers, directors, employees or representatives Representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Medvend EntitiesSellers, the Equity Interests Business or the Assets, including Purchased Assets as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser Buyer or its Affiliates after the Closing in any manner other than as used and operated by the Sellers and the Medvend Entities or Closing, (iii) the probable success or profitability of the Business after the Closing; or (iv) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (b) other than the indemnification obligations of the Seller Parties set forth in Article VIII, none of the SellersSeller Parties, their its Affiliates, or any of their respective officers, directors, employees or representatives Representatives will have or be subject to any liability Liability or indemnification obligation to the Purchaser Buyer or Advance America or to any other Person resulting from (i) through (iv) above, the distribution to the PurchaserBuyer, Advance America, its Affiliates or representatives Representatives of, or the PurchaserBuyer’s or Advance America’s use of, any information relating to the Business and any information, documents or material made available to the PurchaserBuyer or Advance America, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser Buyer or Advance America or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTS.

Independent Investigation; Seller’s Representations. The Purchaser and Purchaser Shareholder has conducted its own independent investigation, review and analysis of the business, operations, Assetsassets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser acknowledges and Purchaser Shareholder acknowledge that it each has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Sellers Seller Parent, Seller, Intac Trading or its their representatives (except the specific representations and warranties of the Sellers set forth in Article III and the schedules thereto). The Purchaser and Purchaser Shareholder hereby acknowledges acknowledge and agrees agree that (a) other than the representations and warranties made in Article III, none of the SellersSeller Parent, Seller, Intac Trading, its Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Medvend EntitiesDistribution Companies, the Equity Acquired Interests or the Assets, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Sellers Seller Parent, Seller and the Medvend Entities Distribution Companies or (iii) the probable success or profitability of the Business after the Closing and (b) none of the SellersSeller Parent, their Seller, Intac Trading, its Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser, Purchaser Shareholder or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s or Purchaser Shareholder’s use of, any information relating to the Business and Business, including any information, documents or material made available to the PurchaserPurchaser or Purchaser Shareholder, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or Purchaser Shareholder or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTS

Independent Investigation; Seller’s Representations. The Parent and the Purchaser has have each conducted its own independent investigation, review and analysis of the business, operations, Assetsassets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by Parent, the Purchaser and its Affiliates and representatives. The Parent and Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, Parent and the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Sellers Seller or its representatives (except the specific representations and warranties of the Sellers Seller set forth in Article III and the schedules thereto). The Parent and the Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the SellersSeller, its Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Medvend Entities, the Equity Interests Purchased Assets or the AssetsBusiness, including any representations or warranties as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Sellers and the Medvend Entities Seller, or (iii) the probable success or profitability of the Business after the Closing and (b) except as it may apply to Parent and Purchaser explicitly and directly due to breaches of representatives set forth in this Article IV, none of the SellersParent, Purchaser or their Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to Parent or the Purchaser or to any other Person resulting from the distribution to Parent or the Purchaser, its Purchaser or their Affiliates or representatives of, or Parent’s or the Purchaser’s use of, any information relating to the Business and Business, including any information, documents or material made available to Parent or the Purchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent or the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTS.

Independent Investigation; Seller’s Representations. The Purchaser has conducted its own independent investigation, review Except for the representations and analysis of the business, operations, Assets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done warranties contained in this Agreement (as modified by the Purchaser Schedules hereto and its Affiliates as supplemented and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to amended in accordance with the personnel, properties, premises and records terms of the Business for such purpose. In entering into this Agreement), the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Sellers or its representatives (except the specific representations and warranties of the Sellers set forth in Article III and the schedules thereto). The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III, none neither of the Sellers, its Affiliatesthe Companies, the Operating Company or any of their respective officers, directors, employees Affiliates or representatives make any other Person makes any other express or have made any implied representation or warranty, express or implied, at law or in equity, warranty with respect to the Medvend EntitiesCompanies, the Operating Company, the Purchased Equity Interests Interests, the Bulk Gas Business or the Assetstransactions contemplated by this Agreement, or with respect to any financial information or other information provided to the Purchaser, whether on behalf of the Sellers, the Companies, the Operating Company or any of their Affiliates or such other Persons, including as to (ia) merchantability or fitness of any assets or properties for any particular use or purpose, (iib) the use of the assets of the Bulk Gas Business and the operation of the Bulk Gas Business by the Purchaser after the Closing in any manner other than as used and operated by the Sellers and the Medvend Entities or (iiic) the probable success or profitability of the ownership, use or operation of the Companies, the Operating Company or the Bulk Gas Business by the Purchaser after the Closing Closing, and each of the Sellers, the Companies and the Operating Company disclaims any representations or warranties not contained in this Agreement, whether made by the Sellers, the Companies, the Operating Company or any of their Affiliates, officers, directors, employees, agents or representatives. The Purchaser acknowledges and agrees that, except for such representations and warranties contained therein, the Companies, the Operating Company, their assets and properties and the Bulk Gas Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties set forth in this Agreement (b) as modified by the Schedules hereto and as supplemented and amended in accordance herewith). Except as set forth in this Agreement, none of the Sellers, their Affiliatesthe Companies, the Operating Company or any of their respective officers, directors, employees Affiliates or representatives any other Person will have or be subject to any liability or indemnification obligation to the Purchaser or to any other Person person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business and any such information, documents document, or material made available to the PurchaserPurchaser in the data room, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser presentations or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTSAccordingly, Purchaser represents and warrants that it is relying on no representations, warranties or disclosures by the Sellers, the Companies, the Operating Company or any of their Affiliates or any other Person as an inducement to enter into this Agreement or to consummate the transactions contemplated herein, other than as set forth in this Agreement.

Independent Investigation; Seller’s Representations. The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, Assets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser acknowledges that it has not relied solely upon the aforementioned investigation, review and analysis and not on any factual representations representations, statement or opinions of the Sellers Seller, Xxxxxx or its their respective representatives (except the specific representations and warranties of the Sellers Seller and Xxxxxx set forth in Article III the Transaction Documents, the Disclosure Schedules and any certificates delivered pursuant to the schedules theretoTransaction Documents), including factual representations or opinions stated by the Seller or its representatives, including any personnel of the Company or Xxxxxx USA during the course of the independent investigation whether given orally or in writing. The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Article IIITransaction Documents, the Disclosure Schedules and any certificates delivered pursuant to the Transaction Documents, none of the SellersSeller, its Affiliates, or any of their respective the officers, directors, employees or representatives of the Company or Xxxxxx USA make or have made and the Purchaser has not and will not rely upon, any representation or warranty, express or implied, at law or in equity, with respect to the Medvend Entitiesto, Xxxxxx Development, the Equity Interests Company or Xxxxxx USA, the Shares or the Assets, Assets including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business Company and Xxxxxx USA by the Purchaser after the Closing in any manner other than as used and operated by the Sellers and the Medvend Entities Seller or (iii) the probable success or profitability of the Business Company or Xxxxxx USA after the Closing and (b) except with respect to fraud, other than the indemnification obligations of the Seller set forth in Article VIII, none of the SellersSeller, their its Affiliates, or any of their respective the officers, directors, employees or representatives of the Company and Xxxxxx USA, will have or be subject to any liability or indemnification obligation to the Purchaser or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business Company and Xxxxxx USA and any information, documents or material made available to the Purchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form during the independent investigation or otherwise in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTS57

Independent Investigation; Seller’s Representations. The Purchaser has conducted its own independent investigation, review and analysis of the businessBusiness, operations, Assets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Sellers or its representatives (except the specific representations and warranties of the Sellers set forth in Article III and the schedules thereto). The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties set forth in or made in Article IIIpursuant to this Agreement and the Foundry Agreement, none of the Sellers, its their respective Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, warranty with respect to the Medvend EntitiesCompany, the Equity Interests Shares or the Assets, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Sellers and the Medvend Entities or (iii) the probable success or profitability of the Business after the Closing Assets and (b) other than the indemnification obligations of each Seller set forth in Article VIII, and other than any Liability which arises from fraud or intentional misrepresentation of any of the Sellers or their respective Affiliates, none of the Sellers, their Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability Liability or indemnification obligation to the Purchaser or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business Business, including the Confidential Memorandum, dated as of September 2007 (the “Confidential Memorandum”), and any information, documents or material made available to the Purchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser Purchaser, during site visits or in any other form in expectation of the transactions contemplated by this Agreement, except that if any of the provisions of this Agreement are not performed in accordance with their terms or are otherwise breached, the parties shall be entitled to seek specific performance of the terms thereof in accordance with applicable Law. ARTICLE V ADDITIONAL AGREEMENTSFor the avoidance of doubt, the Purchaser shall be able to pursue and enforce any and all remedies available under applicable Law or otherwise in respect of any Liability which arises from fraud or intentional misrepresentation of any of the Sellers or their respective Affiliates. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Sellers or their respective representatives (except the specific representations and warranties of each Seller set forth in or made pursuant to this Agreement and the representations and warranties of Renesas set forth in or made pursuant to the Foundry Agreement).

Independent Investigation; Seller’s Representations. The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, Assetsassets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises personnel and records of the Business for such purpose. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Sellers or its representatives (except the specific representations and warranties of the Sellers set forth in Article III and the schedules thereto). The Purchaser hereby agrees and acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the Sellers, its their Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Medvend Entities, the Equity Interests Purchased Assets or the Assets, Business including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Sellers and the Medvend Entities or (iii) the probable success or profitability of the Business after the Closing and (b) other than the indemnification obligations of the Sellers set forth in Article VII or in case of fraud or gross negligence, none of the Sellers, their Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business and Business, including any information, documents or material made available to the Purchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTS.

Independent Investigation; Seller’s Representations. The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, Assetsassets, liabilities, results of operations, financial condition, software, technology condition and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives, including expert advisers that are experienced in the valuation of businesses such as the Business and the purchase of stock, property and assets such as the Stock as contemplated hereby. The Purchaser acknowledges and confirms that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purposepurpose and to enable Purchaser to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. In entering into this Agreement, the Purchaser acknowledges and confirms that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Sellers Parent, the Seller or its their representatives (except the specific representations and warranties of the Sellers Parent set forth in Article III and the schedules thereto). The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the SellersParent, its the Seller, their Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Medvend EntitiesAcquired Companies, the Equity Interests Stock or the Assets, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Sellers Parent, the Seller and the Medvend Entities Acquired Companies or (iii) the probable success or profitability of the Business after the Closing and (b) other than the indemnification obligations of the Parent set forth in Article IX, none of the SellersParent, the Seller, their Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business Business, including the Confidential Information Presentation, and any information, documents or material made available to the Purchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTS.

Independent Investigation; Seller’s Representations. The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, Assetsassets, liabilitiesLiabilities, results of operations, financial condition, software, technology and prospects of the Company, the Subsidiaries and the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its Affiliates and representatives have been provided adequate access to the personnel, properties, premises and records of the Company, the Subsidiaries and the Business for such purpose. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Sellers Seller or any of its officers, directors, employees, Affiliates or representatives (except the specific representations and warranties of the Sellers Seller set forth in Article III and the schedules thereto). The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the SellersSeller, its Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Medvend EntitiesCompany, the Equity Subsidiaries, the Business, the Membership Interests, the Satellite Interests or any of the Assetsassets, Liabilities or obligations of the Company and the Subsidiaries, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Sellers Seller, the Company and the Medvend Entities or Subsidiaries, (iii) the probable success or profitability of the Business after the Closing or (iv) the accuracy or completeness of any information relating to the Business, including any information, documents or materials made available to the Purchaser or its Affiliates or their respective officers, directors, employees or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or its Affiliates or in any other form in expectation of or in connection with the transactions contemplated by this Agreement and (b) other than the indemnification obligations of the Seller set forth in Articles VII and IX, none of the SellersSeller, their its Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business and Business, including any information, documents or material materials made available to the PurchaserPurchaser or its Affiliates or their respective officers, directors, employees or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or its Affiliates or in any other form in expectation of or in connection with the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTS, or any errors therein or omissions therefrom.

Independent Investigation; Seller’s Representations. The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, Assetsassets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Sellers Seller or its representatives (except the specific representations and warranties of the Sellers Seller set forth in Article III and the schedules theretohereto). The Purchaser hereby agrees and acknowledges and agrees that (a) other than the representations and warranties made in Article IIIIII and the schedules hereto, none of the SellersSeller, its Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Medvend Entities, the Equity Interests Purchased Assets or the Assets, Business including as to to: (i) merchantability or fitness for any particular use or purpose, ; (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Sellers and the Medvend Entities Seller; or (iii) the probable success or profitability of the Business after the Closing and (b) none of the SellersSeller, their its Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business Business, including the Offering Memorandum, and any information, documents or material made available to the Purchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTSTransactions.

Independent Investigation; Seller’s Representations. The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, Assetsassets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Sellers Seller or its representatives (except the specific representations and warranties of the Sellers Seller set forth in Article III and the schedules thereto). The Purchaser hereby agrees and acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the Sellers, its their Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Medvend Entities, the Equity Interests Purchased Assets or the Assets, Business including as to to: (i) merchantability or fitness for any particular use or purpose, ; (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Sellers and the Medvend Entities Seller; or (iii) the probable success or profitability of the Business after the Closing and (b) none of the Sellers, their Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business Business, including the Offering Memorandum, and any information, documents or material made available to the Purchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTSTransactions.

Independent Investigation; Seller’s Representations. The Each Purchaser has conducted its own independent investigation, review and analysis of the business, operations, Assetsassets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by the Purchaser Purchasers and its their Affiliates and representatives. The Each Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the each Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Sellers or its their representatives (except the specific representations and warranties of the Sellers set forth in Article III and the schedules thereto). The Each Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the Sellers, its their Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Medvend EntitiesCompanies, the Equity Interests Subsidiaries, the Shares or the Assets, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser Purchasers after the Closing in any manner other than as used and operated by the Sellers Sellers, the Companies and the Medvend Entities Subsidiaries or (iii) the probable success or profitability of the Business after the Closing and (b) other than the indemnification obligations of the Sellers set forth in Article VII and Article IX, none of the Sellers, their Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser Purchasers or to any other Person resulting from the distribution to the PurchaserPurchasers, its their Affiliates or representatives of, or the Purchaser’s Purchasers’ use of, any information relating to the Business, including the Confidential Business Overview Presentation dated June 2006 and any information, documents or material made available to the PurchaserPurchasers, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser Purchasers or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTS.

Independent Investigation; Seller’s Representations. The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, Assetsassets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Sellers Seller or its representatives (except the specific representations and warranties of the Sellers Seller set forth in Article III IV and the schedules theretothereto and in the Additional Agreements). The Purchaser hereby agrees and acknowledges and agrees that (a) other than the representations and warranties made to Seller in Article IIIIV and Deed (if any), none of the SellersSeller, its Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Medvend Entities, the Equity Interests Purchased Assets or the Assets, Business including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Sellers and the Medvend Entities Seller or (iii) the probable success or profitability of the Business after the Closing and (b) other than the obligations of the Seller set forth in Section 7.02, none of the SellersSeller, their its Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business and Business, including any information, documents or material made available to the Purchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by Contemplated Transactions. No knowledge that the Purchaser should have gained as a result of its due diligence investigation shall limit the scope of the remedies available to Purchaser based on Seller’s representations and warranties made in Article IV of this AgreementAgreement or any of the Additional Agreements; provided, however that the knowledge that Purchaser has obtained as a result of the independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the Business shall prevent Purchaser from later making a claim for a breach of a covenant set forth in this Agreement or specific representations and warranties of the Seller set forth in Article III (and the related disclosure schedules) and in the Additional Agreements. ARTICLE V ADDITIONAL AGREEMENTSV

Independent Investigation; Seller’s Representations. The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, Assetsassets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, including, without limitation, the Purchased Assets and the Assumed Liabilities, which investigation, review and analysis was were done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Sellers or its their Affiliates or their representatives (except the specific representations and warranties of the Sellers set forth in Article III and the schedules theretoIII). The Purchaser hereby agrees and acknowledges and agrees that (a) that, other than the representations and warranties made in Article III, none of the Sellers, its their Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Medvend Entities, the Equity Interests Newco or the Assets, Purchased Assets or the Business including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Sellers and the Medvend Entities or (iii) the probable success or profitability of the Business after the Closing. The Purchaser acknowledges that the representations and warranties set forth in this Agreement are made solely for purposes of disclosure and establishing conditions to the Closing and (b) none shall not survive the Closing. None of the Sellers, their its Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business Business, including any information distributed to selected parties by MBLY and any information, documents or material made available to the Purchaser, whether orally or in writing, in certain “data rooms,” ”, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTS.

Independent Investigation; Seller’s Representations. The Purchaser has conducted its own independent investigation, review and analysis of the businessassets, operations, Assets, and liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, and premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Sellers Seller or its representatives (except the specific representations and warranties of the Sellers Seller set forth in Article III and the schedules thereto). The Purchaser hereby agrees and acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the Sellers, its their Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Medvend Entities, the Equity Interests Purchased Assets or the Assets, Business including as to to: (i) merchantability or fitness for any particular use or purpose, ; (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Sellers and the Medvend Entities Seller; or (iii) the probable success or profitability of the Business after the Closing and (b) none of the Sellers, their Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business Business, including the Offering Memorandum, and any information, documents or material made available to the Purchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTSTransactions.

Independent Investigation; Seller’s Representations. The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, Assetsassets, liabilities, results of operations, financial condition, software, technology and prospects of the BusinessLearning Entities, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business Learning Entities for such purpose. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of any of the Sellers or its their representatives (except the specific representations and warranties of the Sellers set forth in Article III (and the certificate referred to in Section 8.02(a)) and the schedules thereto). The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the Sellers, its their Affiliates, or any of their respective officers, directors, employees or representatives make makes or have has made any representation or warranty, express or implied, at law or in equity, with respect to the Medvend Learning Entities, the Equity Interests Shares or the Purchased Assets, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business Learning Entities by the Purchaser after the Closing in any manner other than as used and operated by the Sellers and the Medvend Entities or (iii) the probable success or profitability of the Business Learning Entities after the Closing and (b) none of the Sellers, their Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business Learning Entities, including the Confidential Information Memorandum and any information, documents or material made available to the Purchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTS.

Independent Investigation; Seller’s Representations. The Purchaser has Buyer and its representatives have conducted its their own independent investigation, review and analysis of the business, operations, Product and the Purchased Assets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser Buyer acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business relevant information for such purpose. In entering into this Agreement, the Purchaser Buyer acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Sellers or its their representatives (except the specific representations and warranties of the Sellers set forth in Article III and the schedules theretoIII). The Purchaser Buyer hereby agrees and acknowledges and agrees that (ai) other than the representations and warranties made in Article III, none of the Sellers, its any of their Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Medvend Entities, the Equity Interests Purchased Assets or the Assets, Product including as to (iA) merchantability or fitness for any particular use or purpose, (iiB) the operation use of the Business Purchased Assets by the Purchaser Buyer after the Closing Date in any manner other than as used and operated by the Sellers and the Medvend Entities or (iiiC) the probable success or profitability of the Business Product after the Closing Date, and (bii) other than the indemnification obligations of Sellers set forth in Article VII, none of the Sellers, any of their Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser Buyer or to any other Person resulting from the distribution to the PurchaserBuyer, its Affiliates or representatives of, or the PurchaserBuyer’s use of, any information relating to the Business Product and the Purchased Assets, including any information, documents or material made available to the PurchaserBuyer, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser Buyer or in any other form in expectation of the transactions contemplated by this Agreement. ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTY AGAINST INFRINGEMENT AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR FOREIGN LAWS) ARE HEREBY WAIVED BY BUYER. BUYER ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLERS CONTAINED IN ARTICLE V ADDITIONAL AGREEMENTSIII, BUYER TAKES THE PRODUCT AND, THE PURCHASED ASSETS “AS IS”, “WHERE IS” AND “WITH ALL FAULTS”.

Independent Investigation; Seller’s Representations. The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, Assetsassets, liabilities, results of operations, financial condition, software, technology condition and prospects of the Transferred Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Transferred Business for such purpose. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and has not relied on any factual representations representations, statement or opinions of the Sellers Seller or its representatives (except the specific representations and warranties of the Sellers Seller set forth in Article III this Agreement and the schedules theretothereto or in any certificates or other instruments delivered pursuant hereto (including for the avoidance of doubt the Ancillary Agreements)), including factual representations or opinions stated by the Seller or its representatives, including any personnel of the Seller, the Company or any Subsidiary during the course of the independent investigation whether given orally or in writing. The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Article IIIthis Agreement (including for the avoidance of doubt the Ancillary Agreements) and in any certificates or other instruments delivered pursuant hereto, none of the SellersSeller, its Affiliates, or any of their respective officers, directors, employees or representatives make or have made and the Purchaser has not and will not rely upon, any representation or warranty, express or implied, at law or in equity, with respect to the Medvend EntitiesCompany, the Equity Interests Subsidiaries, the Shares, the Assets or the AssetsTransferred Business, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Transferred Business by the Purchaser after the Closing in any manner other than as used and operated by the Sellers Seller, the Company and the Medvend Entities Subsidiaries or (iii) the probable success or profitability of the Transferred Business after the Closing and (b) other than the indemnification obligations of the Seller set forth in Article VII and Article IX (or otherwise expressly provided herein), none of the SellersSeller, their its Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Transferred Business and any information, documents or material made available to the Purchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form during the independent investigation or otherwise in expectation of the transactions contemplated by this Agreement. Except for the representations and warranties set forth in this Agreement or in any certificates or other instruments delivered pursuant hereto (including for the avoidance of doubt the Ancillary Agreements), none of Parent, the Purchaser or any of their respective subsidiaries or affiliates or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, whether express or implied. ARTICLE V ADDITIONAL AGREEMENTSV

Independent Investigation; Seller’s Representations. The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, Assetsassets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Sellers Seller or its representatives (except for the specific representations and warranties of the Sellers Seller set forth in Article III and the schedules theretothereto or in the case of fraud). The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the SellersSeller, its Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Medvend EntitiesAcquired Companies, the Equity Interests Shares or the Assets, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Sellers Seller and the Medvend Entities Acquired Companies or (iii) the probable success or profitability of the Business after the Closing and (b) none of the SellersSeller, their its Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or any of the Purchaser’s use ofestimates, any information projections and other forecasts relating to the Business and any information, documents or material made available to the Purchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTS.

Independent Investigation; Seller’s Representations. The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, Assetsassets, liabilitiesLiabilities, results of operations, financial condition, software, technology and prospects of the Company, the Subsidiaries and the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its Affiliates and representatives have been provided adequate access to the personnel, properties, premises and records of the Company, the Subsidiaries and the Business for such purpose. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Sellers Seller or any of its officers, directors, employees, Affiliates or representatives (except the specific representations and warranties of the Sellers Seller set forth in Article III and the schedules thereto). The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the SellersSeller, its Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Medvend EntitiesCompany, the Equity Subsidiaries, the Business, the Membership Interests or any of the Assetsassets, Liabilities or obligations of the Company and the Subsidiaries, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Sellers Seller, the Company and the Medvend Entities or Subsidiaries, (iii) the probable success or profitability of the Business after the Closing or (iv) the accuracy or completeness of any information relating to the Business, including any information, documents or materials made available to the Purchaser or its Affiliates or their respective officers, directors, employees or representatives, whether orally or in writing, in 33 certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or its Affiliates or in any other form in expectation of or in connection with the transactions contemplated by this Agreement and (b) other than the indemnification obligations of the Seller set forth in Articles VII and IX, none of the SellersSeller, their its Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business and Business, including any information, documents or material materials made available to the PurchaserPurchaser or its Affiliates or their respective officers, directors, employees or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or its Affiliates or in any other form in expectation of or in connection with the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTS, or any errors therein or omissions therefrom.

Independent Investigation; Seller’s Representations. The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, Assetsassets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Sellers Seller or its representatives (except the specific representations and warranties of the Sellers Seller set forth in Article III IV (and the certificate referred to in Section 9.02(a)) and the schedules thereto). The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Article IIIIV, none of the SellersSeller, its Affiliates, or any of their respective officers, directors, employees or representatives make makes or have has made any representation or warranty, express or implied, at law or in equity, with respect to the Medvend EntitiesPurchased Shares, the Equity Interests Purchased Assets or the AssetsBusiness, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Sellers and the Medvend Entities Seller or (iii) the probable success or profitability of the Business after the Closing and (b) none of the SellersSeller, their its Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, including the Confidential Information Memorandum of the Seller relating to the Business and any information, documents or material made available to the Purchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTS.

Independent Investigation; Seller’s Representations. The Purchaser has conducted its own independent investigation, review Except for the representations and analysis of the business, operations, Assets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done warranties contained in this Agreement (as modified by the Purchaser Schedules hereto and its Affiliates as supplemented and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to amended in accordance with the personnel, properties, premises and records terms of the Business for such purpose. In entering into this Agreement), the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Sellers or its representatives (except the specific representations and warranties of the Sellers set forth in Article III and the schedules thereto). The Purchaser hereby acknowledges and agrees that (a) other than neither the representations and warranties made in Article IIISeller, none of the Sellers, its Affiliates, Operating Company or any of their respective officers, directors, employees Affiliates or representatives make any other Person makes any other express or have made any implied representation or warranty, express or implied, at law or in equity, warranty with respect to the Medvend EntitiesOperating Company, the Purchased Equity Interests Interests, the Packaged Gas Business or the Assetstransactions contemplated by this Agreement, or with respect to any financial information or other information provided to the Purchaser, whether on behalf of the Seller, the Operating Company or any of their Affiliates or such other Persons, including as to (ia) merchantability or fitness of any assets or properties for any particular use or purpose, (iib) the use of the assets of the Packaged Gas Business and the operation of the Packaged Gas Business by the Purchaser after the Closing in any manner other than as used and operated by the Sellers and the Medvend Entities or (iiic) the probable success or profitability of the ownership, use or operation of the Operating Company or the Packaged Gas Business by the Purchaser after the Closing Closing, and (b) none of the SellersSeller and the Operating Company disclaims any other representations or warranties not contained in this Agreement, their Affiliateswhether made by the Seller, the Operating Company or any of their respective Affiliates, officers, directors, employees employees, agents or representatives representatives. The Purchaser acknowledges and agrees that, except for such representations and warranties contained therein, the Operating Company, its assets and properties and the Packaged Gas Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties set forth in this Agreement (as modified by the Schedules hereto and as supplemented and amended in accordance herewith). Except as set forth in this Agreement, none of the Seller, the Operating Company or any of their Affiliates or any other Person will have or be subject to any liability or indemnification obligation to the Purchaser or to any other Person person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business and any such information, documents document, or material made available to the PurchaserPurchaser in the data room, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser presentations or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTSAccordingly, Purchaser represents and warrants that it is relying on no representations, warranties or disclosures by the Seller, the Operating Company or any of their Affiliates or any other Person as an inducement to enter into this Agreement or to consummate the transactions contemplated herein, other than as set forth in this Agreement.