Common use of Independent Investigation Clause in Contracts

Independent Investigation. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN THIS AGREEMENT, THE PURCHASER ACKNOWLEDGES AND AGREES THAT: (A) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY THE COMPANY OR ANY OF ITS AFFILIATES, EXPRESS OR IMPLIED, AS TO (I) THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, OR (II) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARES, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY OR ANY AFFILIATES OF THE COMPANY, (C) NEITHER THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS MADE, AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (D) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITS.

Independent Investigation. BUYER is knowledgeable in the business of owning and operating natural gas pipelines. In making the decision to enter into this Agreement and consummate the transaction that are the subject of this Agreement, BUYER has relied solely on its own independent due diligence investigations and inspection of the Assets, and the representations, warranties, covenants and undertakings of SELLER in this Agreement and the Transaction Documents. BUYER ACKNOWLEDGES THAT IT IS ACQUIRING THE SUBJECT INTERESTS, THE NON-OPERATED INTEREST AND THE ASSETS IN THEIR “AS IS, WHERE IS” CONDITION AND STATE OF REPAIR, AND WITH ALL FAULTS AND DEFECTS, AND THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS EXPRESSLY MADE BY THE COMPANY SET OUT IN THIS AGREEMENTAGREEMENT OR THE TRANSACTION DOCUMENTS, SELLER HAS MADE NO REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MARKETABILITY, QUALITY, CONDITION, CONFORMITY TO SAMPLES, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE, EXCEPT AS OTHERWISE SET OUT IN THIS AGREEMENT OR THE PURCHASER TRANSACTION DOCUMENTS, EXPRESSLY DISCLAIMED BY SELLER AND WAIVED BY BUYER. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT: (A) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY THE COMPANY OR ANY OF ITS AFFILIATES, EXPRESS OR IMPLIED, AS TO (I) THE ASSETS AND THE MPOG SYSTEM HAVE BEEN USED FOR NATURAL GAS OR CRUDE TRANSMISSION OPERATIONS AND PHYSICAL CHANGES IN THE ASSETS, IN THE LANDS AND OFFSHORE WATERS BURDENED THEREBY MAY HAVE OCCURRED AS A RESULT OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, OR SUCH USES AND (II) THE LIABILITIESASSETS INCLUDE OFFSHORE AND ONSHORE PIPELINES AND OTHER EQUIPMENT, BUSINESS, RESULTS THE LOCATIONS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS WHICH MAY NOT BE READILY APPARENT BY A PHYSICAL INSPECTION OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARESASSETS, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATIONMPOG SYSTEM OR THE LANDS OR WATERS BURDENED THEREBY. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER SELLER MAKES NO REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY OR ANY AFFILIATES OF THE COMPANY, (C) NEITHER THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS MADE, AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION COVENANT OR WARRANTY, EXPRESS, STATUTORY IMPLIED OR IMPLIEDSTATUTORY, RELATING AS TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (DA) THE COMPANY MAKES NO REPRESENTATIONS ACCURACY OR WARRANTIES COMPLETENESS OF ANY DATA OR RECORDS DELIVERED TO BUYER WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION)SUBJECT INTERESTS, THE PRESENCE NON-OPERATED INTEREST, THE MPOG SYSTEM OR ABSENCE OF HAZARDOUS MATERIALS ATTHE ASSETS, ONINCLUDING, UNDER OR FROM WITHOUT LIMITATION, ANY PORTION DESCRIPTION OF THE ASSETS AND THE MPOG SYSTEM, PRICING ASSUMPTIONS, QUALITY OR QUANTITY OF THE COMPANY SUBJECT INTERESTS OR ANY SUBSIDIARY NON-OPERATED INTEREST, FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT OR (B) FUTURE VOLUMES OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS HYDROCARBONS OR OTHER STATUTESPRODUCTS GATHERED OR TRANSPORTED THROUGH OR AT THE ASSETS OR THE MPOG SYSTEM. With respect to any projection or forecast delivered by or on behalf of SELLER or its Affiliates to BUYER, LAWSBUYER acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, CODES(ii) BUYER is familiar with such uncertainties, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITSand (iii) BUYER is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts furnished to BUYER.

Independent Investigation. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY MADE BY SET FORTH IN ARTICLE 7 HEREOF, BUYER ACKNOWLEDGES THAT (1) SELLER IS SELLING AND BUYER IS ACQUIRING THE COMPANY IN THIS AGREEMENTSUBJECT INTEREST ON AN "AS IS", "WHERE IS" BASIS, WITHOUT ANY REPRESENTATIONS AND WARRANTIES CONCERNING THE PURCHASER ACKNOWLEDGES AND AGREES THAT: SUBJECT INTEREST (A) THERE ARE NO REPRESENTATIONSEXPRESS, WARRANTIES, STATEMENTS, ASSURANCES IMPLIED OR GUARANTEES MADE BY THE COMPANY OR ANY OF ITS AFFILIATES, EXPRESS OR IMPLIED, AS TO (I) THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, OR (II) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARES, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY OR ANY AFFILIATES OF THE COMPANYSTATUTORY), (C2) NEITHER THE COMPANY NOR SELLER HAS NOT MADE AND IS NOT MAKING ANY AFFILIATE, AGENT, REPRESENTATION OR REPRESENTATIVE OF THE COMPANY HAS MADE, AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITYTITLE, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE WITH REGARD TO THE SUBJECT INTEREST AND SELLER HAS EXPRESSLY DISCLAIMED ANY WARRANTIES (EXPRESS, IMPLIED OR STATUTORY), AND (3) SELLER HAS NOT AND DOES NOT WARRANT DESCRIPTION, VALUE, QUALITY, OR CONFORMITY TO MODELS CONDITION OF ANY OF THE PROPERTY (INCLUDING THE PIPELINES, TANK FARMS, TERMINALS, APPURTENANT OR SAMPLES ASSOCIATED EQUIPMENT OR OTHER REAL OR PERSONAL PROPERTY LOCATED ON OR INCLUDED IN THE PROPERTY). BUYER FURTHER ACKNOWLEDGES THAT SELLER HAS NOT MADE AND IS NOT MAKING ANY OTHER REPRESENTATION OR WARRANTYWARRANTY CONCERNING THE PRESENT OR FUTURE VALUE OF THE POSSIBLE INCOME, EXPRESSCOSTS OR PROFITS IF ANY, STATUTORY TO BE DERIVED FROM THE SUBJECT INTEREST. BUYER HAS MADE INDEPENDENT INSPECTIONS, ESTIMATES, COMPUTATIONS, REPORTS, STUDIES, AND EVALUATIONS OF THE SUBJECT INTEREST AND HAS SATISFIED OR IMPLIED, RELATING WILL SATISFY ITSELF PRIOR TO THE ASSETS EXPIRATION OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (D) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REVIEW PERIOD WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS PROPERTY. FURTHER, BUYER ACKNOWLEDGES THAT THE PROPERTY HAS BEEN USED FOR THE TRANSPORTATION OF REFINED PETROLEUM PRODUCTS OR CRUDE OIL AND MAY HAVE BEEN THE COMPANY SUBJECT OF ONE OR ANY SUBSIDIARY MORE RELEASES OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS REFINED PETROLEUM PRODUCTS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND CRUDE OIL AS A RESULT OF ITS USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITS.

Independent Investigation. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN THIS AGREEMENTRGS acknowledges that (a) it has been provided access to the Landfill, THE PURCHASER ACKNOWLEDGES AND AGREES THAT: the Books and Records, and the officers and employees of RIRRC relating to the Assets as part of its due diligence in its evaluation regarding the Purchase and (Ab) THERE ARE NO REPRESENTATIONSin making the decision to enter into this Agreement and consummate the Purchase contemplated hereby, WARRANTIESRGS has relied on both its “due diligence” as outlined above and on the representations, STATEMENTSwarranties, ASSURANCES OR GUARANTEES MADE BY THE COMPANY OR ANY OF ITS AFFILIATEScovenants and agreements of RIRRC set forth in this Agreement, EXPRESS OR IMPLIEDthe other Related Agreements and the Closing Documents. Accordingly, AS TO (I) THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYRGS acknowledges that, OR (II) THE LIABILITIESexcept as expressly set forth herein, BUSINESSin the other Related Agreements or in any Closing Document and subject to all the terms and conditions hereof, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARES, THE PURCHASER RIRRC HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY OR ANY AFFILIATES OF THE COMPANY, (C) NEITHER THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS NOT MADE, AND THE PURCHASER RIRRC HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY IMPLIED, AT COMMON LAW, BY STATUTE, OR OTHERWISE RELATING TO THE PHYSICAL CONDITION, DESIGN AND/OR LAYOUT OF THE ASSETS OR ANY OF THEM, INCLUDING ANY OTHER REPRESENTATION OR WARRANTY REGARDING ANY INFORMATION, DATA, OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO RGS BY OR ON BEHALF OF RIRRC. UNLESS OTHERWISE EXPRESSLY SET FORTH HEREIN OR IN THE OTHER RELATED AGREEMENTS, RIRRC FURTHER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, RELATING TO REGARDING THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (D) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION VALUE OF THE ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF SUCH ASSETS. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN THE OTHER RELATED AGREEMENTS, THE ASSETS ARE BEING ACQUIRED IN AN “AS-IS, WHERE-IS” CONDITION WITHOUT REPRESENTATION OR WARRANTY OF CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; PROVIDED, HOWEVER, THAT NO DISCLAIMER HEREIN SHALL APPLY TO ANY ADVERSE CONDITION OF THE COMPANY OR ANY SUBSIDIARY ASSETS RESULTING FROM RIRRC’S BREACH OF THE COMPANYEXISTING GAS SERVICES AGREEMENT, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS NEGLIGENCE OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITSWILLFUL MISCONDUCT.

Independent Investigation. EXCEPT XXXX ATLANTIC MOBILE AND COMPANY ACKNOWLEDGE THEY HAVE READ THIS AGREEMENT AND UNDERSTAND AND ACCEPT THE TERMS, CONDITIONS, AND COVENANTS CONTAINED HEREIN AS BEING REASONABLY NECESSARY TO MAINTAIN XXXX ATLANTIC MOBILE'S HIGH STANDARDS FOR SERVICE. COMPANY ACKNOWLEDGES AND UNDERSTANDS THAT XXXX ATLANTIC MOBILE MAY AT ANY TIME ALSO BE ENGAGED DIRECTLY OR INDIRECTLY THROUGH ITS DIRECT SALES FORCE, COMPANIES, OTHER RETAILERS, OR OUTLETS OF ANY KIND, IN SOLICITING POTENTIAL SUBSCRIBERS FOR THE REPRESENTATIONS SERVICE OR OTHER SERVICES OR PRODUCTS OR FOR THE SALE, LEASE, INSTALLATION, REPAIR, OR SERVICING OF EQUIPMENT IN THE MARKET. COMPANY ALSO ACKNOWLEDGES AND WARRANTIES EXPRESSLY MADE BY UNDERSTANDS THAT XXXX ATLANTIC MOBILE MAY SELL THE SERVICE TO OTHERS WHO MAY RESELL IT. COMPANY HAS INDEPENDENTLY INVESTIGATED THE SERVICE OR EQUIPMENT SALES BUSINESS AND THE PROFITABILITY (IF ANY) AND RISKS THEREOF AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OF XXXX ATLANTIC MOBILE OTHER THAN AS SET FORTH IN THIS AGREEMENT. IN PARTICULAR, COMPANY ACKNOWLEDGES THAT XXXX ATLANTIC MOBILE HAS NOT REPRESENTED: (A) COMPANY'S PROSPECTS OR CHANCES FOR SUCCESS SELLING SERVICES UNDER THIS AGREEMENT: (B) THE PURCHASER TOTAL INVESTMENT THAT COMPANY MAY NEED TO MAKE TO OPERATE UNDER THIS AGREEMENT (XXXX ATLANTIC MOBILE DOES NOT KNOW THE AMOUNT OF THE TOTAL INVESTMENT THAT MAY BE REQUIRED FOR THIS PURPOSE); OR (C) THAT IT WILL LIMIT ITS EFFORTS TO SELL SERVICE OR ESTABLISH OTHER COMPANIES OR RETAILERS IN THE AREA. COMPANY ALSO ACKNOWLEDGES AND AGREES THAT XXXX ATLANTIC MOBILE HAS NOT REPRESENTED TO IT THAT: (A) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES XXXX ATLANTIC MOBILE WILL PROVIDE LOCATIONS OR GUARANTEES ASSIST COMPANY TO FIND LOCATIONS TO PROMOTE THE SALE OF SERVICE UNDER THIS AGREEMENT; (B) XXXX ATLANTIC MOBILE WILL PURCHASE ANY PRODUCTS MADE BY COMPANY THAT ARE IN ANY WAY ASSOCIATED WITH THE SERVICE SOLD BY COMPANY UNDER THIS AGREEMENT; (C) COMPANY WILL DERIVE INCOME FROM THE SALE OF XXXX ATLANTIC MOBILE'S SERVICES UNDER THIS AGREEMENT, OR XXXX ATLANTIC MOBILE WILL REFUND ANY OF ITS AFFILIATES, EXPRESS PAYMENTS MADE BY COMPANY TO XXXX ATLANTIC MOBILE UNDER THIS AGREEMENT; OR IMPLIED, AS (D) XXXX ATLANTIC MOBILE WILL PROVIDE A SALES OR MARKETING PROGRAM THAT WILL ENABLE COMPANY TO DERIVE INCOME UNDER THIS AGREEMENT. COMPANY FURTHER ACKNOWLEDGES THAT XXXX ATLANTIC MOBILE HAS NOT MADE ANY REPRESENTATIONS. REGARDING: (IA) THE ASSETS QUANTITY OR QUALITY OF THE SERVICE TO BE SOLD BY COMPANY OR ANY SUBSIDIARY OF THE COMPANY, OR (II) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, AND THAT OTHER THAN AS STATED IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARES, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATIONAGREEMENT; (B) THE PROVISION BY XXXX ATLANTIC MOBILE TO COMPANY DISCLAIMS ALL LIABILITY OF TRAINING AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY OR ANY AFFILIATES OF THE COMPANY, MANAGEMENT ASSISTANCE; (C) NEITHER THE AMOUNT OF PROFITS, NET OR GROSS, THAT COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS MADE, AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYCAN EXPECT FROM ITS OPERATIONS UNDER THIS AGREEMENT; AND (D) THE SIZE (OTHER THAN THE GEOGRAPHIC AREA), CHOICE POTENTIAL, OR DEMOGRAPHIC NATURE OF THE MARKET IN WHICH XXXX ATLANTIC MOBILE'S SERVICE IS AVAILABLE OR THE NUMBER OF OTHER RETAILERS OR COMPANYS THAT ARE OR MAY IN THE FUTURE OPERATE IN THAT AREA, OR (E) THE TERMINATION, TRANSFER OR RENEWAL PROVISIONS OF THIS AGREEMENT OTHER THAN AS SET FORTH IN THE AGREEMENT. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES ACKNOWLEDGES THAT IT UNDERSTANDS THAT IT WILL NOT OBTAIN ANY EXCLUSIVE RIGHTS UNDER THIS AGREEMENT EITHER WITH RESPECT TO TERRITORY OR OTHERWISE, AND UNDERSTANDS THAT XXXX ATLANTIC MOBILE MAY APPOINT OTHER COMPANYS OR RETAILERS IN THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), MARKET AFFECTED BY THIS AGREEMENT. COMPANY ALSO ACKNOWLEDGES THAT XXXX ATLANTIC MOBILE CANNOT CALCULATE IN ADVANCE THE PRESENCE OR ABSENCE TOTAL AMOUNT THAT XXXX ATLANTIC MOBILE WILL PAY TO COMPANY UNDER THIS AGREEMENT AS THAT AMOUNT DEPENDS ON THE QUANTITY OF HAZARDOUS MATERIALS AT, ON, UNDER OR SERVICE THAT SUBSCRIBERS PURCHASE FROM ANY PORTION OF THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITSXXXX ATLANTIC MOBILE.

Independent Investigation. Buyer has completed its independent investigation, verification, analysis, review and evaluation of this Agreement, the Other Agreements and LCR, as Buyer has deemed necessary or appropriate. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY SELLER IN THIS AGREEMENTARTICLE III, THE PURCHASER BUYER ACKNOWLEDGES AND AGREES THAT: THAT (Aa) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY THE COMPANY OR ANY OF ITS AFFILIATESSELLER, EXPRESS OR IMPLIED, AS TO (Ii) THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYPHYSICAL ASSETS, OR (IIii) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYBUSINESS, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARESCITGO LCR INTEREST, THE PURCHASER BUYER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (Bb) THE COMPANY SELLER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER BUYER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO BUYER BY SELLER, ITS AFFILIATES OR LCR (INCLUDING ANY BACKCAST DATA, MODELS OR PRICE FORECASTS PROVIDED BY SELLER OR LCR, WHICH HAVE BEEN PROVIDED FOR ILLUSTRATION PURPOSES ONLY, ANY OTHER INFORMATION PROVIDED IN THE PURCHASER CONFIDENTIAL INFORMATION MEMORANDUM DATED MAY 2006, AS SUPPLEMENTED TO THE DATE OF THIS AGREEMENT, ANY CORRESPONDENCE FROM SELLER, ITS AFFILIATES OR LCR, ANY PRESENTATION BY THE MANAGEMENT OF LCR AND ANY INFORMATION, DOCUMENT OR ON BEHALF OF THE COMPANY MATERIAL PROVIDED OR MADE AVAILABLE TO BUYER, OR STATEMENTS MADE TO BUYER DURING SITE OR OFFICE VISITS, IN ANY AFFILIATES OF THE COMPANY, DATAROOMS OR MANAGEMENT PRESENTATIONS); (Cc) NEITHER THE COMPANY SELLER NOR ANY AFFILIATEOF ITS AFFILIATES, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS HAVE MADE, AND THE PURCHASER SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE PHYSICAL ASSETS OF OR THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYBUSINESS; AND (Dd) THE COMPANY SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, ON OR UNDER OR FROM ANY PORTION OF THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYPHYSICAL ASSETS, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITSAUTHORIZATIONS.

Independent Investigation. (a) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLERS EXPRESSLY MADE BY THE COMPANY SET FORTH IN THIS AGREEMENT, THE PURCHASER ACKNOWLEDGES ARTICLE IX HEREOF AND AGREES THAT: (A) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY THE COMPANY OR ANY OF ITS AFFILIATES, EXPRESS OR IMPLIED, AS TO (I) THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, OR (II) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, AND THAT ELSEWHERE IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE IN THE PURCHASE OF RELATED AGREEMENTS, BUYER ACKNOWLEDGES THAT (1) SELLERS ARE SELLING AND BUYER IS ACQUIRING THE SHARESPURCHASED PROPERTY ON AN “AS IS”, “WHERE IS” BASIS, WITHOUT ANY REPRESENTATIONS AND WARRANTIES CONCERNING THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATIONPURCHASED PROPERTY (EXPRESS, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT IMPLIED OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY OR ANY AFFILIATES OF THE COMPANYSTATUTORY), (C2) NEITHER THE COMPANY NOR SELLERS HAVE NOT MADE AND ARE NOT MAKING ANY AFFILIATE, AGENT, REPRESENTATION OR REPRESENTATIVE OF THE COMPANY HAS MADE, AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE WITH REGARD TO THE PURCHASED PROPERTY AND SELLERS HAVE EXPRESSLY DISCLAIMED ANY SUCH WARRANTIES (EXPRESS, IMPLIED OR STATUTORY), AND (3) SELLERS HAVE NOT AND DO NOT WARRANT DESCRIPTION, VALUE, QUALITY, OR CONFORMITY TO MODELS CONDITION OF ANY OF THE PURCHASED PROPERTY (INCLUDING THE PIPELINES, TANKS, TERMINALS, APPURTENANT OR SAMPLES ASSOCIATED EQUIPMENT, REFINERY EQUIPMENT OR OTHER REAL OR PERSONAL PURCHASED PROPERTY LOCATED ON OR INCLUDED IN THE PURCHASED PROPERTY). BUYER FURTHER ACKNOWLEDGES THAT SELLERS HAVE NOT MADE AND ARE NOT MAKING ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY WARRANTY CONCERNING THE PRESENT OR IMPLIED, RELATING TO THE ASSETS FUTURE VALUE OF THE COMPANY POSSIBLE INCOME, COSTS OR ANY SUBSIDIARY PROFITS IF ANY, TO BE DERIVED FROM THE PURCHASED PROPERTY. BUYER HAS MADE INDEPENDENT INSPECTIONS, ESTIMATES, COMPUTATIONS, REPORTS, STUDIES, AND EVALUATIONS OF THE COMPANY; PURCHASED PROPERTY AND (D) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES HAS SATISFIED ITSELF WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITSPURCHASED PROPERTY.

Independent Investigation. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY SELLER IN THIS AGREEMENTAGREEMENT OR IN ANY CERTIFICATE DELIVERED PURSUANT HERETO, THE PURCHASER BUYER ACKNOWLEDGES AND AGREES THAT: (A) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY THE COMPANY SELLER OR ANY OF ITS AFFILIATES, EXPRESS OR 38 IMPLIED, AS TO (I) THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY’S ASSETS, OR (II) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYBUSINESS, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARES, THE PURCHASER BUYER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY SELLER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER BUYER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BUYER BY OR ON BEHALF OF SELLER, THE COMPANY OR ANY AFFILIATES OF SELLER, INCLUDING (I) ANY MODELS PROVIDED BY SELLER OR ITS AFFILIATES, WHICH HAVE BEEN PROVIDED FOR ILLUSTRATION PURPOSES ONLY, (II) ANY OTHER INFORMATION PROVIDED IN THE COMPANYCONFIDENTIAL INFORMATION MEMORANDUM DATED JANUARY, 2008, AS SUPPLEMENTED TO THE DATE OF THIS AGREEMENT, (III) ANY CORRESPONDENCE FROM SELLER OR XX XXXXXX OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR AFFILIATES, (IV) ANY PRESENTATION BY THE MANAGEMENT OF SELLER OR ITS AFFILIATES, AND (V) ANY INFORMATION MADE AVAILABLE TO BUYER, OR STATEMENTS MADE TO BUYER, DURING SITE OR OFFICE VISITS, IN ANY DATA ROOM OR MANAGEMENT PRESENTATION; (C) NEITHER THE COMPANY SELLER NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY SELLER HAS MADE, AND THE PURCHASER SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY’S ASSETS; AND (D) THE COMPANY SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS OF THE COMPANY REFINERY OR ANY SUBSIDIARY OF THE COMPANY’S OTHER ASSETS, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY THIRD PARTY BENEFICIARY RIGHTS OR OTHER RIGHTS WHICH BUYER MIGHT CLAIM UNDER ANY STUDIES, REPORTS, TESTS OR ANALYSES PREPARED BY ANY THIRD PARTIES FOR SELLER OR ANY OF ITS AFFILIATES OTHER THAN Execution Copy COMPANY (SHOULD THE CLOSING OCCUR), EVEN IF THE SAME WERE MADE AVAILABLE FOR REVIEW BY BUYER OR ITS AGENTS, REPRESENTATIVES OR CONSULTANTS. BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER SHALL INDEMNIFY AND HOLD THE SELLER INDEMNITEES HARMLESS AGAINST ALL CLAIMS AND LOSSES CAUSED BY BUYER’S CLAIMING OR ATTEMPTING TO EXERCISE ANY RIGHTS (WHETHER AS A THIRD PARTY BENEFICIARY OR OTHERWISE) UNDER, ANY STUDIES, REPORTS, TESTS OR ANALYSES PREPARED BY ANY THIRD PARTIES FOR SELLER OR ANY OF ITS AFFILIATES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NONE OF THE DOCUMENTS, INFORMATION OR OTHER MATERIALS PROVIDED TO BUYER AT ANY TIME OR IN ANY FORMAT BY SELLER OR ANY OF ITS AFFILIATES CONSTITUTE LEGAL ADVICE, AND BUYER (i) WAIVES ALL RIGHTS TO ASSERT THAT IT RECEIVED ANY LEGAL ADVICE FROM SELLER, ANY OF SELLER’S AFFILIATES, OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, REPRESENTATIVES OR COUNSEL, OR THAT IT HAD ANY SORT OF ATTORNEY-CLIENT RELATIONSHIP WITH ANY OF SUCH PERSONS, AND (ii) AGREES TO INDEMNIFY AND HOLD HARMLESS THE SELLER INDEMNITEES AGAINST ANY SUCH ASSERTION MADE BY OR ON BEHALF OF ANY OF BUYER’S AFFILIATES.

Independent Investigation. EXCEPT CONNECT 24 AND DEALER ACKNOWLEDGE THEY HAVE READ THIS AGREEMENT AND UNDERSTAND AND ACCEPT THE TERMS, CONDITIONS, AND COVENANTS CONTAINED HEREIN AS BEING REASONABLY NECESSARY TO MAINTAIN CONNECT 24'S HIGH STANDARDS FOR SERVICE. DEALER ACKNOWLEDGES AND UNDERSTANDS THAT CONNECT 24 MAY AT ANY TIME ALSO BE ENGAGED DIRECTLY OR INDIRECTLY THROUGH OTHER DEALERS, OR OUTLETS OF ANY KIND, IN SOLICITING POTENTIAL CUSTOMERS FOR THE REPRESENTATIONS SERVICE OR OTHER SERVICES OR PRODUCTS OR FOR THE SALE, LEASE, INSTALLATION, REPAIR, OR SERVICING OF EQUIPMENT IN THE AREA. XXXXXX ALSO ACKNOWLEDGES AND WARRANTIES EXPRESSLY MADE BY UNDERSTANDS THAT CONNECT 24 MAY SELL THE COMPANY SERVICE TO OTHERS WHO MAY RESELL IT. DEALER HAS INDEPENDENTLY INVESTIGATED THE FIXED POINT CELLULAR ALARM SERVICE OR EQUIPMENT SALE/LEASING BUSINESS AND THE PROFITABILITY (IF ANY) AND RISKS THEREOF AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OF CONNECT 24 OTHER THAN AS SET FORTH IN THIS AGREEMENT. IN PARTICULAR, DEALER ACKNOWLEDGES THAT CONNECT 24 HAS NOT REPRESENTED: (a) DEALER'S PROSPECTS OR CHANCES FOR SUCCESS SELLING SERVICES UNDER THIS AGREEMENT; (b) THE PURCHASER TOTAL INVESTMENT THAT DEALER MAY NEED TO MAKE TO OPERATE UNDER THIS AGREEMENT (CONNECT 24 DOES NOT KNOW THE AMOUNT OF THE TOTAL INVESTMENT THAT MAY BE REQUIRED FOR THIS PURPOSE); OR (c) THAT IT WILL LIMIT ITS EFFORTS TO SELL SERVICE OR ESTABLISH OTHER RESELLING CUSTOMERS IN THE AREA. DEALER ALSO ACKNOWLEDGES AND AGREES THAT CONNECT 24 HAS NOT REPRESENTED TO IT THAT: (Aa) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES CONNECT 24 WILL PROVIDE LOCATIONS OR GUARANTEES ASSIST DEALER TO FIND LOCATIONS TO PROMOTE THE SALE OF SERVICE UNDER THIS AGREEMENT; (b) CONNECT 24 WILL PURCHASE ANY PRODUCTS MADE BY DEALER THAT ARE IN ANY WAY ASSOCIATED WITH THE COMPANY SERVICE SOLD BY DEALER UNDER THIS AGREEMENT; (c) DEALER WILL DERIVE INCOME FROM THE SALE OF CONNECT 24'S SERVICES UNDER THIS AGREEMENT, OR CONNECT 24 WILL REFUND ANY OF ITS AFFILIATES, EXPRESS PAYMENTS MADE BY DEALER TO CONNECT 24 UNDER THIS AGREEMENT; OR IMPLIED, AS (d) CONNECT 24 WILL PROVIDE A SALE OR MARKETING PROGRAM THAT WILL ENABLE DEALER TO DERIVE INCOME UNDER THIS AGREEMENT. DEALER FURTHER ACKNOWLEDGES THAT CONNECT 24 HAS NOT MADE ANY REPRESENTATIONS REGARDING: (Ia) THE ASSETS QUANTITY OR QUALITY OF SERVICE TO BE SOLD BY DEALER; (b) THE PROVISION BY CONNECT 24 TO DEALER OF TRAINING AND MANAGEMENT ASSISTANCE; (c) THE AMOUNT OF PROFITS, NET OR GROSS, THAT DEALER CAN EXPECT FROM ITS OPERATIONS UNDER THIS AGREEMENT; (d) THE SIZE (OTHER THAN THE GEOGRAPHIC AREA), CHOICE, POTENTIAL, OR DEMOGRAPHIC NATURE OF THE COMPANY AREA IN WHICH CONNECT 24'S SERVICE IS AVAILABLE OR ANY SUBSIDIARY THE NUMBER OF OTHER DEALERS OR RESELLING CUSTOMERS THAT ARE OR MAY IN THE COMPANYFUTURE OPERATE IN THAT AREA; (e) THE TERMINATION, TRANSFER, OR RENEWAL PROVISIONS OF THIS AGREEMENT OTHER THAN AS SET FORTH IN THE AGREEMENT; OR (IIf) THE LIABILITIES, BUSINESS, RESULTS SPONSORSHIP OR PARTICIPATION OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL A PRIMARY MARKETER OF TRADEMARK PRODUCTS OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, AND THAT SERVICES IN MAKING ITS DECISION TO ENTER INTO DEALER'S OPERATIONS UNDER THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARESOTHER THAN AS MAY BE SET FORTH IN THIS AGREEMENT. DEALER ACKNOWLEDGES THAT IT UNDERSTANDS THAT IT WILL NOT OBTAIN ANY EXCLUSIVE RIGHTS UNDER THIS AGREEMENT, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY OR ANY AFFILIATES OF THE COMPANY, (C) NEITHER THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS MADE, AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (D) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES EITHER WITH RESPECT TO THE USE AREA OR CONDITION (INCLUDING ENVIRONMENTAL USE OTHERWISE, AND UNDERSTANDS THAT CONNECT 24 MAY APPOINT OTHER DEALERS OR CONDITION), CUSTOMERS IN THE PRESENCE OR ABSENCE AREA AFFECTED BY THIS AGREEMENT. DEALER ALSO ACKNOWLEDGES THAT CONNECT 24 CANNOT CALCULATE IN ADVANCE THE TOTAL AMOUNT THAT DEALER MUST PAY TO CONNECT 24 UNDER THIS AGREEMENT AS THAT AMOUNT DEPENDS ON THE QUANTITY OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITSSERVICE THAT DEALER'S END USERS PURCHASE.

Independent Investigation. EXCEPT FOR (a) BUYER HAS CONDUCTED ITS OWN INDEPENDENT INVESTIGATION, REVIEW AND ANALYSIS OF THE REPRESENTATIONS BUSINESS, RESULTS OF OPERATIONS, PROSPECTS, CONDITION (FINANCIAL OR OTHERWISE) AND WARRANTIES EXPRESSLY MADE ASSETS OF THE ACQUIRED COMPANIES, AND ACKNOWLEDGES THAT IT HAS BEEN PROVIDED ACCESS TO THE MANAGEMENT PERSONNEL OF THE COMPANY, INFORMATION CONTAINED IN THE DATA ROOM AND THE THEATERS OPERATED BY THE COMPANY IN THIS AGREEMENTACQUIRED COMPANIES, THE PURCHASER FOR SUCH PURPOSE. BUYER ACKNOWLEDGES AND AGREES THAT: (A) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY THE COMPANY OR ANY OF ITS AFFILIATES, EXPRESS OR IMPLIED, AS TO (I) THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, OR (II) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARESTRANSACTIONS CONTEMPLATED HEREBY, THE PURCHASER BUYER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS INVESTIGATION AND EVALUATION; THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED COMPANIES AND SELLERS SET FORTH IN ARTICLE III OF THIS AGREEMENT (BINCLUDING THE RELATED PORTIONS OF THE DISCLOSURE SCHEDULES) AND IS NOT RELYING ON THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ACCURACY OR COMPLETENESS OF ANY OTHER REPRESENTATIONINFORMATION, WARRANTYMATERIALS, STATEMENT REPRESENTATIONS OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN WARRANTIES PROVIDED TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY ACQUIRED COMPANIES OR ANY AFFILIATES OF THE COMPANYSELLERS (INCLUDING, (C) NEITHER THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS MADE, AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATESFOR THIS PURPOSE, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES INFORMATION PROVIDED BY XXXXX X. XXXXXXX COMPANY AND ANY OTHER REPRESENTATION INFORMATION, DOCUMENTS OR WARRANTYMATERIAL MADE AVAILABLE TO BUYER IN ANY DATA ROOM, EXPRESS, STATUTORY MANAGEMENT PRESENTATION OR IMPLIED, RELATING TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYLIKE); AND (DII) NONE OF THE COMPANY MAKES NO REPRESENTATIONS SELLERS, THE ACQUIRED COMPANIES OR WARRANTIES WITH RESPECT ANY OTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY AS TO THE USE SELLERS, THE ACQUIRED COMPANIES OR CONDITION THIS AGREEMENT, EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE III OF THIS AGREEMENT (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION RELATED PORTIONS OF THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORDDISCLOSURE SCHEDULES), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITS.

Independent Investigation. EXCEPT COMPANY AND DEALER ACKNOWLEDGE THEY HAVE READ THIS AGREEMENT AND UNDERSTAND AND ACCEPT THE TERMS, CONDITIONS AND COVENANTS CONTAINED HEREIN AS BEING REASONABLY NECESSARY TO MAINTAIN COMPANY'S HIGH STANDARDS FOR SERVICE. DEALER ACKNOWLEDGES AND UNDERSTANDS THAT COMPANY MAY AT ANY TIME ALSO BE ENGAGED DIRECTLY OR INDIRECTLY THROUGH OTHER DEALERS, RETAILERS, OR OTHERWISE, IN SOLICITING POTENTIAL SUBSCRIBERS FOR SERVICE OR FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SALE, LEASE, INSTALLATION, REPAIR, OR SERVICING OF EQUIPMENT IN THE COMPANY IN THIS AGREEMENTAREA, ON THE PURCHASER SAME OR DIFFERENT TERMS AS THOSE PROVIDED TO DEALER. DEALER ALSO ACKNOWLEDGES AND AGREES THATUNDERSTANDS THAT COMPANY MAY SELL SERVICE TO OTHERS WHO MAY RESELL IT. DEALER HAS INDEPENDENTLY INVESTIGATED THE CELLULAR SERVICE OR EQUIPMENT SALE/LEASING BUSINESS AND THE PROFITABILITY (IF ANY) AND RISKS THEREOF AND IS NOT RELYING ON ANY REPRESENTATlON, GUARANTEE, OR STATEMENT OF COMPANY OTHER THAN AS SET FORTH HEREIN. IN PARTICULAR, DEALER ACKNOWLEDGES THAT COMPANY HAS NOT REPRESENTED: (A) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES DEALER'S PROSPECTS OR GUARANTEES MADE BY THE COMPANY OR ANY OF ITS AFFILIATES, EXPRESS OR IMPLIED, AS TO (I) THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, OR (II) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, AND THAT IN MAKING ITS DECISION TO ENTER INTO CHANCES FOR SUCCESS SELLING SERVICES UNDER THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARES, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATIONAGREEMENT; (B) THE TOTAL INVESTMENT THAT DEALER MAY NEED TO MAKE TO OPERATE UNDER THIS AGREEMENT (COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO DOES NOT KNOW THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF AMOUNT OF THE COMPANY TOTAL INVESTMENT THAT MAY BE REQUIRED FOR THIS PURPOSE); OR ANY AFFILIATES OF THE COMPANY, (C) NEITHER THAT IT WILL LIMIT ITS EFFORTS TO SELL SERVICE OR ESTABLISH OTHER DEALERS IN THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS MADE, AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (D) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITSAREA.

Independent Investigation. EXCEPT COMPANY AND CHANNEL MEMBER ACKNOWLEDGE THEY HAVE READ THIS AGREEMENT AND UNDERSTAND AND ACCEPT THE TERMS AND CONDITIONS CONTAINED HEREIN AS BEING REASONABLY NECESSARY TO MAINTAIN COMPANY'S HIGH STANDARDS FOR SERVICE. CHANNEL MEMBER UNDERSTANDS THAT COMPANY MAY AT ANY TIME ALSO BE ENGAGED DIRECTLY OR INDIRECTLY THROUGH OTHER CHANNEL MEMBERS, REPRESENTATIVES, DEALERS, RETAILERS, OR OTHERWISE, IN SOLICITING POTENTIAL SUBSCRIBERS FOR SERVICE ON THE REPRESENTATIONS SAME OR DIFFERENT TERMS AS THOSE PROVIDED TO CHANNEL MEMBER. CHANNEL MEMBER ALSO UNDERSTANDS THAT COMPANY MAY SELL SERVICE TO OTHERS WHO MAY RESELL IT. CHANNEL MEMBER HAS INDEPENDENTLY INVESTIGATED THE WIRELESS COMMUNICATIONS BUSINESS AND WARRANTIES EXPRESSLY MADE BY THE PROFITABILITY (IF ANY) AND RISKS THEREOF AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OF COMPANY OTHER THAN AS SET FORTH HEREIN. IN PARTICULAR, CHANNEL MEMBER ACKNOWLEDGES THAT COMPANY HAS NOT REPRESENTED (A) CHANNEL MEMBER'S PROSPECTS OR CHANCES FOR SUCCESS SELLING SERVICE UNDER THIS AGREEMENT, THE PURCHASER ACKNOWLEDGES AND AGREES THAT: (A) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY THE COMPANY OR ANY OF ITS AFFILIATES, EXPRESS OR IMPLIED, AS TO (I) THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, OR (II) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARES, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE TOTAL INVESTMENT THAT CHANNEL MEMBER MAY NEED TO MAKE TO OPERATE UNDER THIS AGREEMENT (COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO DOES NOT KNOW THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF AMOUNT OF THE COMPANY OR ANY AFFILIATES OF THE COMPANY, (C) NEITHER THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS MADE, AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND TOTAL INVESTMENT THAT MAY BE REQUIRED FOR A PARTICULAR THIS PURPOSE), OR CONFORMITY (C) THAT IT WILL LIMIT ITS EFFORTS TO MODELS SELL SERVICE OR SAMPLES AND ANY ESTABLISH OTHER REPRESENTATION OR WARRANTYCHANNEL MEMBERS IN THE AREA. The Parties have entered into this Agreement through their respective duly-authorized representatives on the date first above written. Compudawn, EXPRESSInc. By: /s/ John Patrick Hefferxx Xxxxx: Xxxx. Xxxe Pres. Sales & Marketing Address: 77 Spruce Street Xxxxxxxxxx, STATUTORY OR IMPLIEDXxx Xxxx 00000 Xxxx: Xxxx Xxxxeron Telepxxxx: (000) 074-6700 x607 XX&X Xxxxxxxx Xxxa, RELATING TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (D) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITS.Inc. d/b/a AT&T Wireless Services

Independent Investigation. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN THIS AGREEMENT, THE PURCHASER BUYER ACKNOWLEDGES AND AGREES THAT: THAT IT HAS (A) THERE ARE NO MADE ITS OWN INQUIRY AND INVESTIGATION INTO, AND, BASED THEREON, HAS FORMED AN INDEPENDENT JUDGMENT CONCERNING THE BUSINESS AND ASSETS OF THE COMPANY AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND (B) HAS BEEN FURNISHED WITH, OR GIVEN ADEQUATE ACCESS TO, CERTAIN INFORMATION ABOUT THE COMPANY AND THE BUSINESS AND ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT THERETO, AS IT HAS REQUESTED. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT (I) THE ONLY REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES COVENANTS AND AGREEMENTS MADE BY SELLER AND ITS AFFILIATES ARE THE COMPANY OR ANY OF ITS AFFILIATESREPRESENTATIONS, EXPRESS OR IMPLIEDWARRANTIES, AS TO COVENANTS AND AGREEMENTS MADE IN THIS AGREEMENT (I) INCLUDING THE ASSETS RELATED PORTIONS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, OR (II) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYDISCLOSURE SCHEDULES), AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARESTRANSACTIONS CONTEMPLATED HEREBY, THE PURCHASER BUYER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATIONINVESTIGATION AND THE EXPRESS REPRESENTATIONS, VERIFICATIONWARRANTIES, ANALYSIS COVENANTS AND EVALUATION; AGREEMENTS MADE BY SELLER SET FORTH IN THIS AGREEMENT (B) INCLUDING THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF RELATED PORTIONS OF THE COMPANY DISCLOSURE SCHEDULES). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT FOR THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS MADE BY SELLER SET FORTH IN THIS AGREEMENT, BUYER ACKNOWLEDGES THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OF THE COMPANY, (C) NEITHER THE COMPANY NOR OR REPRESENTATIVES MAKES ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS MADE, AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (D) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE (A) ANY PROJECTION, ESTIMATE OR BUDGET DELIVERED OR MADE AVAILABLE TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS OR FUTURE FINANCIAL CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION COMPONENT THEREOF) OF THE ASSETS BUSINESS OR THE COMPANY, (B) THE ADEQUACY OR SUFFICIENCY OF THE COMPANY OR ANY SUBSIDIARY RESERVES OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTESOR (C) THE EFFECT OF THE ADEQUACY OR SUFFICIENCY OF THE RESERVES OF THE COMPANY ON ANY FINANCIAL STATEMENT LINE ITEM OR ASSET, LAWSLIABILITY, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITSEQUITY AMOUNT.

Independent Investigation. EXCEPT THE PARTIES ACKNOWLEDGE THEY HAVE READ THIS AGREEMENT AND UNDERSTAND AND ACCEPT THE TERMS, CONDITIONS, AND COVENANTS CONTAINED HEREIN AS BEING REASONABLY NECESSARY TO MAINTAIN CONNECT 24'S HIGH STANDARDS FOR SERVICE. RESELLER ACKNOWLEDGES THAT CONNECT 24 MAY AT ANY TIME ALSO BE ENGAGED DIRECTLY OR INDIRECTLY THROUGH OTHER RESELLERS AND/OR DEALERS, OR OUTLETS OF ANY KIND, IN SOLICITING POTENTIAL CUSTOMERS FOR THE REPRESENTATIONS SERVICE(S) OR OTHER SERVICES OR PRODUCTS OR FOR THE SALE, LEASE, INSTALLATION, REPAIR, OR SERVICING OF EQUIPMENT IN THE TERRITORY. RESELLER HAS INDEPENDENTLY INVESTIGATED THE FIXED POINT CELLULAR ALARM SERVICE OR EQUIPMENT SALE/LEASING BUSINESS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY PROFITABILITY (IF ANY) AND RISKS THEREOF AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OF CONNECT 24 OTHER THAN AS SET FORTH IN THIS AGREEMENT. IN PARTICULAR, RESELLER ACKNOWLEDGES THAT CONNECT 24 HAS NOT REPRESENTED: (a) RESELLER'S PROSPECTS OR CHANCES FOR SUCCESS SELLING SERVICES UNDER THIS AGREEMENT; (b) THE PURCHASER TOTAL INVESTMENT THAT RESELLER MAY NEED TO MAKE TO OPERATE UNDER THIS AGREEMENT; OR (c) THAT IT WILL LIMIT ITS EFFORTS TO SELL SERVICE(S) OR ESTABLISH OTHER RESELLERS OR DEALERS IN THE TERRITORY. RESELLER ALSO ACKNOWLEDGES AND AGREES THAT CONNECT 24 HAS NOT REPRESENTED TO IT THAT: (Aa) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES CONNECT 24 WILL PROVIDE LOCATIONS OR GUARANTEES ASSIST RESELLER TO FIND LOCATIONS TO PROMOTE THE SALE OF THE SERVICE(S); (b) CONNECT 24 WILL PURCHASE ANY PRODUCTS MADE BY RESELLER THAT ARE IN ANY WAY ASSOCIATED WITH THE COMPANY OR ANY OF ITS AFFILIATES, EXPRESS OR IMPLIED, AS TO (I) THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, OR (II) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARES, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATIONSERVICE(S); (Bc) RESELLER WILL DERIVE INCOME FROM THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF SALE OF THE COMPANY OR ANY AFFILIATES OF THE COMPANY, (C) NEITHER THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS MADE, AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSECONNECT 24'S SERVICE(S), OR CONFORMITY CONNECT 24 WILL REFUND ANY PAYMENTS MADE BY RESELLER TO MODELS CONNECT 24; OR SAMPLES AND (d) CONNECT 24 WILL PROVIDE A SALE OR MARKETING PROGRAM THAT WILL ENABLE RESELLER TO DERIVE INCOME UNDER THIS AGREEMENT. RESELLER FURTHER ACKNOWLEDGES THAT CONNECT 24 HAS NOT MADE ANY OTHER REPRESENTATION REPRESENTATIONS REGARDING: (a) THE QUANTITY OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS QUALITY OF THE COMPANY SERVICE(S) TO BE SOLD BY RESELLER; (b) THE PROVISION BY CONNECT 24 TO RESELLER OF TRAINING AND MANAGEMENT ASSISTANCE; (c) THE AMOUNT OF PROFITS, NET OR ANY SUBSIDIARY GROSS, THAT RESELLER CAN EXPECT FROM ITS OPERATIONS UNDER THIS AGREEMENT; (d) THE SIZE (OTHER THAN THE GEOGRAPHIC AREA), CHOICE, POTENTIAL, OR DEMOGRAPHIC NATURE OF THE COMPANYAREA IN WHICH CONNECT 24'S SERVICE(S) IS AVAILABLE OR THE NUMBER OF OTHER RESELLERS OR DEALERS THAT ARE OR MAY IN THE FUTURE OPERATE IN THAT AREA; AND (De) THE COMPANY MAKES NO REPRESENTATIONS TERMINATION, TRANSFER OR WARRANTIES RENEWAL PROVISIONS OF THIS AGREEMENT OTHER THAN AS SET FORTH IN THE AGREEMENT; OR (f) THE SPONSORSHIP OR PARTICIPATION OF A PRIMARY MARKETER OF TRADEMARK PRODUCTS OR SERVICES IN RESELLER'S OPERATIONS UNDER THIS AGREEMENT OTHER THAN AS MAY BE SET FORTH IN THIS AGREEMENT. RESELLER ACKNOWLEDGES THAT IT WILL NOT OBTAIN ANY EXCLUSIVE RIGHTS UNDER THIS AGREEMENT, EITHER WITH RESPECT TO THE USE TERRITORY OR CONDITION (INCLUDING ENVIRONMENTAL USE OTHERWISE, AND UNDERSTANDS THAT CONNECT 24 MAY APPOINT OTHER RESELLERS, DEALERS OR CONDITION), CUSTOMERS IN THE PRESENCE OR ABSENCE TERRITORY. RESELLER ALSO ACKNOWLEDGES THAT CONNECT 24 CANNOT CALCULATE IN ADVANCE THE TOTAL AMOUNT THAT RESELLER MUST PAY TO CONNECT 24 UNDER THIS AGREEMENT AS THAT AMOUNT DEPENDS ON THE QUANTITY OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS SERVICE(S) THAT RESELLER'S DEALERS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITSTHEIR END USERS PURCHASE.

Independent Investigation. MLP is knowledgeable in the business of owning and operating natural gas, natural gas liquids facilities, condensate and refined product facilities and has had access to the Assets, the representatives of HOLDINGS and its Affiliates, and to the records of HOLDINGS and its Affiliates with respect to the Assets. MLP ACKNOWLEDGES THAT THE ASSETS ARE IN THEIR “AS IS, WHERE IS” CONDITION AND STATE OF REPAIR, AND WITH ALL FAULTS AND DEFECTS, AND THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS EXPRESSLY MADE BY THE COMPANY SET OUT IN THIS AGREEMENT, THE PURCHASER HOLDINGS HAS MADE NO REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MARKETABILITY, QUALITY, CONDITION, CONFORMITY TO SAMPLES, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY HOLDINGS AND EXCEPT AS SET FORTH IN THIS AGREEMENT, WAIVED BY MLP. MLP FURTHER ACKNOWLEDGES AND AGREES THAT: (A) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY THE COMPANY OR ANY OF ITS AFFILIATES, EXPRESS OR IMPLIED, AS TO (I) THE ASSETS HAVE BEEN USED FOR NATURAL GAS, NATURAL GAS LIQUIDS, CONDENSATE AND/OR REFINED PRODUCT OPERATIONS AND PHYSICAL CHANGES IN THE ASSETS AND IN THE LANDS BURDENED THEREBY MAY HAVE OCCURRED AS A RESULT OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, OR SUCH USES; (II) THE LIABILITIESASSETS MAY INCLUDE BURIED PIPELINES AND OTHER EQUIPMENT, BUSINESS, RESULTS THE LOCATIONS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL WHICH MAY NOT BE KNOWN BY HOLDINGS OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS READILY APPARENT BY A PHYSICAL INSPECTION OF THE COMPANY ASSETS OR ANY SUBSIDIARY OF THE COMPANYLANDS BURDENED THEREBY; (III) MLP SHALL HAVE INSPECTED PRIOR TO CLOSING, OR SHALL BE DEEMED TO HAVE WAIVED ITS RIGHTS TO INSPECT, THE ASSETS AND THE ASSOCIATED PREMISES, AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, AND THAT IN MAKING ITS DECISION MLP SHALL, SUBJECT TO ENTER INTO THE OTHER PROVISIONS OF THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE AGREEMENT, ACCEPT ALL OF THE SHARESSAME IN THEIR “AS IS, WHERE IS” CONDITION AND STATE OF REPAIR, AND WITH ALL FAULTS AND DEFECTS, INCLUDING, BUT NOT LIMITED TO, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING PRESENCE OF MAN-MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY OR ANY AFFILIATES OF THE COMPANY, (C) NEITHER THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS MADE, MATERIAL FIBERS AND THE PURCHASER HEREBY PRESENCE, RELEASE OR DISPOSAL OF HAZARDOUS MATERIALS. EXCEPT AS EXPRESSLY DISCLAIMS AND NEGATESSET OUT IN THIS AGREEMENT, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER HOLDINGS MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY IMPLIED OR IMPLIEDSTATUTORY, RELATING AS TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (DA) THE COMPANY MAKES NO REPRESENTATIONS ACCURACY OR WARRANTIES COMPLETENESS OF ANY DATA OR RECORDS DELIVERED TO MLP WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION)SUBJECT INTERESTS, THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS ATINCLUDING, ONWITHOUT LIMITATION, UNDER OR FROM ANY PORTION DESCRIPTION OF THE ASSETS SUBJECT INTERESTS, PRICING ASSUMPTIONS, QUALITY OR QUANTITY OF THE COMPANY SUBJECT INTERESTS, FREEDOM FROM PATENT OR ANY SUBSIDIARY TRADEMARK INFRINGEMENT OR (B) FUTURE VOLUMES OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS HYDROCARBONS OR OTHER STATUTESPRODUCTS TRANSPORTED, LAWSTREATED, CODESSTORED OR PROCESSED THROUGH OR AT THE ASSETS. With respect to any projection or forecast delivered by or on behalf of HOLDINGS or its Affiliates to MLP, ORDINANCESMLP acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, REGULATIONS OR REQUIREMENTS(ii) MLP is familiar with such uncertainties, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITS(iii) MLP is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts furnished to MLP and (iv) MLP will not have a claim against HOLDINGS or any of its advisors or Affiliates with respect to such projections or forecasts.

Independent Investigation. (a) THE BUYER ACKNOWLEDGES AND AGREES THAT: (I) THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE III AND ARTICLE IV OR ANY SCHEDULE, CERTIFICATE OR OTHER DOCUMENT DELIVERED PURSUANT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES BY THE SELLERS AND THE COMPANY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT; (II) EXCEPT FOR SUCH REPRESENTATIONS AND WARRANTIES, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY SELLER OR THE COMPANY REGARDING ANY SELLER OR THE COMPANY; AND (III) THE BUYER HAS CONDUCTED AND RELIED UPON (AMONG OTHER THINGS), ITS OWN INDEPENDENT REVIEW AND ANALYSIS OF THE BUSINESS, OPERATIONS, ASSETS, LIABILITIES, RESULTS OF OPERATIONS, FINANCIAL CONDITION, TECHNOLOGY AND PROSPECTS OF THE COMPANY AND HAS BEEN PROVIDED ADEQUATE ACCESS TO PERSONNEL, PROPERTIES, PREMISES AND RECORDS OF THE COMPANY FOR SUCH PURPOSE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY SET FORTH IN THIS AGREEMENT, THE PURCHASER ACKNOWLEDGES ARTICLE III AND AGREES THAT: (A) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY THE COMPANY ARTICLE IV OR ANY OF ITS AFFILIATESSCHEDULE, EXPRESS CERTIFICATE OR IMPLIEDOTHER DOCUMENT DELIVERED PURSUANT HERETO, AS TO (I) THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, OR (II) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARES, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY EACH SELLER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR (AND THE BUYER DISCLAIMS ANY OTHER RELIANCE ON) ANY REPRESENTATION, WARRANTY, STATEMENT PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING MADE OR COMMUNICATED WRITING) TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY BUYER OR ANY AFFILIATES OF THE COMPANYOTHER PERSON OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES (C) NEITHER THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS MADE, AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (D) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES INCLUDING WITH RESPECT TO THE USE DISTRIBUTION OF, OR CONDITION (INCLUDING ENVIRONMENTAL USE ANY PERSON’S RELIANCE ON, ANY INFORMATION OR CONDITION)OTHER MATERIAL MADE AVAILABLE TO THE BUYER OR ANY OF ITS REPRESENTATIVES IN ANY DATA ROOM, ELECTRONIC DATA ROOM, MANAGEMENT PRESENTATION OR IN ANY OTHER FORM IN EXPECTATION OF, OR IN CONNECTION WITH, THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORDANCILLARY AGREEMENTS), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITS.

Independent Investigation. BUYER ACKNOWLEDGES AND AGREES THAT IT (A) HAS, WITHOUT RELIANCE ON SELLERS (EXCEPT FOR TO THE REPRESENTATIONS EXTENT THAT BUYER HAS RELIED ON THE REPRESENTATION AND WARRANTIES EXPRESSLY MADE BY THE COMPANY OF SELLERS IN THIS AGREEMENT, IN ANY CERTIFICATE DELIVERED IN CONNECTION HEREWITH OR IN ANY OF THE PURCHASER OTHER TRANSACTION DOCUMENTS), MADE ITS OWN INQUIRY AND INVESTIGATION INTO, AND, BASED THEREON, HAS FORMED AN INDEPENDENT JUDGMENT CONCERNING, SELLERS, THE COMPANY UNITS, THE ASSETS AND PROPERTIES OF THE COMPANY, THE BUSINESS, THE CONVEYED LANDS AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND (B) HAS BEEN FURNISHED WITH, OR GIVEN ADEQUATE ACCESS TO, SUCH INFORMATION ABOUT THE COMPANY UNITS, THE ASSETS AND PROPERTIES OF THE COMPANY, THE BUSINESS, THE CONVEYED LANDS, AND ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AS IT HAS REQUESTED. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT: THAT (AI) THERE ARE NO THE ONLY REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES COVENANTS AND AGREEMENTS MADE BY SELLERS ARE THE COMPANY OR REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS MADE IN THIS AGREEMENT, IN ANY OF ITS AFFILIATES, EXPRESS OR IMPLIED, AS TO (I) CERTIFICATE DELIVERED AT CLOSING AND IN THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, OR (II) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYOTHER TRANSACTION DOCUMENTS, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARES, THE PURCHASER BUYER HAS NOT RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT REPRESENTATIONS OR OTHER INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER SUPPLIED BY OR ON BEHALF OF SELLERS OR BY ANY OF THEIR AFFILIATES OR REPRESENTATIVES, INCLUDING ANY INFORMATION PROVIDED BY OR THROUGH SELLERS’ FINANCIAL ADVISORS, OR MANAGEMENT PRESENTATIONS, DATA ROOMS OR OTHER DUE DILIGENCE INFORMATION AND THAT BUYER WILL NOT HAVE ANY RIGHT OR REMEDY ARISING OUT OF ANY SUCH REPRESENTATION OR OTHER INFORMATION, AND (II) ANY CLAIMS THAT BUYER MAY HAVE FOR BREACH OF ANY REPRESENTATION OR WARRANTY SHALL BE BASED SOLELY ON THE COMPANY OR REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE III AND ARTICLE IV AND IN ANY AFFILIATES CERTIFICATE DELIVERED AT CLOSING (EACH AS MODIFIED BY THE DISCLOSURE SCHEDULES) AND IN ANY OF THE COMPANY, (C) NEITHER THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS MADE, AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (D) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITSTRANSACTION DOCUMENTS.

Independent Investigation. EXCEPT FOR (AND WITHOUT LIMITING) THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY SELLER IN ARTICLE III AND ARTICLE IV OF THIS AGREEMENT, THE PURCHASER OR IN ANY OTHER DOCUMENT DELIVERED PURSUANT HERETO, BUYER ACKNOWLEDGES AND AGREES THAT: (Aa) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY THE COMPANY SELLER OR ANY OF ITS AFFILIATES, EXPRESS OR IMPLIED, AS TO (Ii) THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYASSETS, OR (IIii) THE LIABILITIES, THE BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYBUSINESS, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARESTH INTEREST, THE PURCHASER BUYER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (Bb) THE COMPANY SELLER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER BUYER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BUYER BY OR ON BEHALF OF SELLER, THE COMPANY COMPANY, THE ACQUIRED SUBSIDIARY OR ANY AFFILIATES OF THE COMPANYSELLER, INCLUDING (i) ANY MODELS PROVIDED BY SELLER OR ITS AFFILIATES, WHICH HAVE BEEN PROVIDED FOR ILLUSTRATION PURPOSES ONLY, (Cii) ANY OTHER INFORMATION PROVIDED IN THE CONFIDENTIAL INFORMATION MEMORANDUM DATED MAY 2012, AS SUPPLEMENTED, IF ANY, TO THE DATE OF THIS AGREEMENT, (iii) ANY CORRESPONDENCE FROM SELLER OR AEGIS ENERGY ADVISORS CORP. OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR AFFILIATES, (iv) ANY PRESENTATION BY THE MANAGEMENT OF SELLER OR ITS AFFILIATES, AND (v) ANY INFORMATION MADE AVAILABLE TO BUYER, OR STATEMENTS MADE TO BUYER, DURING SITE OR OFFICE VISITS, IN ANY DATA ROOM OR MANAGEMENT PRESENTATION; (c) NEITHER THE COMPANY SELLER NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY SELLER HAS MADE, AND THE PURCHASER SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OF COMPANY, THE COMPANY ACQUIRED SUBSIDIARY OR ANY SUBSIDIARY OF THE COMPANYTHEIR RESPECTIVE ASSETS; AND (Dd) THE COMPANY SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS OF REFINERY OR THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYOTHER ASSETS, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY THIRD PARTY BENEFICIARY RIGHTS OR OTHER RIGHTS WHICH BUYER MIGHT CLAIM UNDER ANY STUDIES, REPORTS, TESTS OR ANALYSES PREPARED BY ANY THIRD PARTIES FOR SELLER OR ANY OF ITS AFFILIATES OTHER THAN COMPANY AND THE ACQUIRED SUBSIDIARY (SHOULD THE CLOSING OCCUR), EVEN IF THE SAME WERE MADE AVAILABLE FOR REVIEW BY BUYER OR ITS AGENTS, REPRESENTATIVES OR CONSULTANTS. BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER SHALL INDEMNIFY, DEFEND AND HOLD THE SELLER INDEMNITEES HARMLESS AGAINST ALL CLAIMS AND LOSSES CAUSED BY BUYER’S CLAIMING OR ATTEMPTING TO EXERCISE ANY RIGHTS (WHETHER AS A THIRD PARTY BENEFICIARY OR OTHERWISE) UNDER, ANY STUDIES, REPORTS, TESTS OR ANALYSES PREPARED BY ANY THIRD PARTIES FOR SELLER OR ANY OF ITS AFFILIATES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NONE OF THE DOCUMENTS, INFORMATION OR OTHER MATERIALS PROVIDED TO BUYER AT ANY TIME OR IN ANY FORMAT BY SELLER OR ANY OF ITS AFFILIATES CONSTITUTE LEGAL ADVICE, AND BUYER (i) WAIVES ALL RIGHTS TO ASSERT THAT IT RECEIVED ANY LEGAL ADVICE FROM SELLER, ANY OF SELLER’S AFFILIATES, OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, REPRESENTATIVES OR COUNSEL, OR THAT IT HAD ANY SORT OF ATTORNEY-CLIENT RELATIONSHIP WITH ANY OF SUCH PERSONS, AND (ii) AGREES TO INDEMNIFY, DEFEND AND HOLD THE SELLER INDEMNITEES HARMLESS AGAINST ANY SUCH ASSERTION MADE BY OR ON BEHALF OF ANY OF BUYER’S AFFILIATES.

Independent Investigation. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY MADE BY SET FORTH IN ARTICLE 7 HEREOF, BUYER ACKNOWLEDGES THAT (1) SELLER IS SELLING AND BUYER IS ACQUIRING THE COMPANY IN THIS AGREEMENTPROPERTY ON AN "AS IS", "WHERE IS" BASIS, WITHOUT ANY REPRESENTATIONS AND WARRANTIES CONCERNING THE PURCHASER ACKNOWLEDGES AND AGREES THAT: PROPERTY (A) THERE ARE NO REPRESENTATIONSEXPRESS, WARRANTIES, STATEMENTS, ASSURANCES IMPLIED OR GUARANTEES MADE BY THE COMPANY OR ANY OF ITS AFFILIATES, EXPRESS OR IMPLIED, AS TO (I) THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, OR (II) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARES, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY OR ANY AFFILIATES OF THE COMPANYSTATUTORY), (C2) NEITHER THE COMPANY NOR SELLER HAS NOT MADE AND IS NOT MAKING ANY AFFILIATE, AGENT, REPRESENTATION OR REPRESENTATIVE OF THE COMPANY HAS MADE, AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITYTITLE, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE WITH REGARD TO THE PROPERTY AND SELLER HAS EXPRESSLY DISCLAIMED ANY WARRANTIES (EXPRESS, IMPLIED OR STATUTORY), AND (3) SELLER HAS NOT AND DOES NOT WARRANT DESCRIPTION, VALUE, QUALITY, OR CONFORMITY TO MODELS CONDITION OF ANY OF THE PROPERTY (INCLUDING THE PIPELINES, TANKS, TERMINALS, APPURTENANT OR SAMPLES ASSOCIATED EQUIPMENT OR OTHER REAL OR PERSONAL PROPERTY LOCATED ON OR INCLUDED IN THE PROPERTY). BUYER FURTHER ACKNOWLEDGES THAT SELLER HAS NOT MADE AND IS NOT MAKING ANY OTHER REPRESENTATION OR WARRANTYWARRANTY CONCERNING THE PRESENT OR FUTURE VALUE OF THE POSSIBLE INCOME, EXPRESSCOSTS OR PROFITS IF ANY, STATUTORY TO BE DERIVED FROM THE PROPERTY. BUYER HAS MADE INDEPENDENT INSPECTIONS, ESTIMATES, COMPUTATIONS, REPORTS, STUDIES, AND EVALUATIONS OF THE PROPERTY AND HAS SATISFIED OR IMPLIED, RELATING WILL SATISFY ITSELF PRIOR TO THE ASSETS EXPIRATION OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (D) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REVIEW PERIOD WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS PROPERTY. FURTHER, BUYER ACKNOWLEDGES THAT THE PROPERTY HAS BEEN USED FOR THE TRANSPORTATION OF REFINED PETROLEUM PRODUCTS OR CRUDE OIL AND MAY HAVE BEEN THE COMPANY SUBJECT OF ONE OR ANY SUBSIDIARY MORE RELEASES OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS REFINED PETROLEUM PRODUCTS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND CRUDE OIL AS A RESULT OF ITS USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITS.

Independent Investigation. EXCEPT FOR BUYER ACKNOWLEDGES AND AGREES THAT IT (A) HAS MADE ITS OWN INQUIRY AND INVESTIGATION INTO, AND, BASED THEREON AND ON THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS AGREEMENT AND THE ANCILLARY AGREEMENTS, HAS FORMED AN INDEPENDENT JUDGMENT CONCERNING THE SELLERS, THE ACQUIRED ASSETS, THE BUSINESS AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ANCILLARY AGREEMENTS, THE ASSUMED LIABILITIES AND ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AND (B) HAS BEEN FURNISHED WITH, OR GIVEN ADEQUATE ACCESS TO, SUCH INFORMATION ABOUT THE ACQUIRED ASSETS, THE BUSINESS, THE ASSUMED LIABILITIES AND ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AS IT HAS REQUESTED. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT (I) THE ONLY REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS MADE BY THE COMPANY SELLERS ARE THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS MADE IN THIS AGREEMENT AND THE ANCILLARY AGREEMENTS AND BUYER HAS NOT RELIED UPON ANY OTHER REPRESENTATIONS OR OTHER INFORMATION MADE OR SUPPLIED BY OR ON BEHALF OF THE SELLERS OR BY ANY OF THEIR AFFILIATES OR REPRESENTATIVES, INCLUDING ANY INFORMATION PROVIDED BY OR THROUGH PARENT’S FINANCIAL ADVISORS, OR MANAGEMENT PRESENTATIONS, DATA ROOMS OR OTHER DUE DILIGENCE INFORMATION AND THAT BUYER WILL NOT HAVE ANY RIGHT OR REMEDY ARISING OUT OF ANY SUCH REPRESENTATION OR OTHER INFORMATION, (II) ANY CLAIMS THAT BUYER MAY HAVE FOR BREACH OF ANY REPRESENTATION OR WARRANTY SHALL BE BASED SOLELY ON THE REPRESENTATIONS AND WARRANTIES OF PARENT SET FORTH IN ARTICLE III (AS MODIFIED BY THE PARENT DISCLOSURE SCHEDULE) AND (III) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER SHALL ACQUIRE THE PURCHASER ACKNOWLEDGES ACQUIRED ASSETS, THE BUSINESS AND AGREES THAT: (A) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES THE ASSUMED LIABILITIES WITHOUT ANY REPRESENTATION OR GUARANTEES MADE BY THE COMPANY OR ANY OF ITS AFFILIATESWARRANTY, EXPRESS OR IMPLIED, AS TO (I) THE ASSETS OF THE COMPANY CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR ANY SUBSIDIARY OF THE COMPANY, OR (II) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARES, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FITNESS FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY OR ANY AFFILIATES OF THE COMPANY, (C) NEITHER THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS MADE, AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES IN “AS IS” CONDITION AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (D) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITSON A “WHERE IS” BASIS.

Independent Investigation. EXCEPT BUYER HAS CONDUCTED ITS OWN INDEPENDENT REVIEW AND ANALYSIS OF THE COMPANY, INCLUDING ITS OPERATIONS, ASSETS, LIABILITIES, RESULTS OF OPERATIONS, FINANCIAL CONDITION, SOFTWARE, TECHNOLOGY AND PROSPECTS OF THE BUSINESS, AND ACKNOWLEDGES THAT IT HAS BEEN PROVIDED ACCESS TO PERSONNEL, PROPERTIES, PREMISES AND RECORDS OF THE COMPANY AND THE DATA ROOM ESTABLISHED BY SELLER FOR SUCH PURPOSE. IN ENTERING INTO THIS AGREEMENT, BUYER HAS RELIED SOLELY UPON ITS OWN INVESTIGATION AND ANALYSIS AND THE INFORMATION CONTAINED IN SUCH DATA ROOM, AND SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY SET FORTH IN THIS AGREEMENT, THE PURCHASER ‎ARTICLE 3 AND ACKNOWLEDGES AND AGREES THAT: (A) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY THE COMPANY OR THAT NEITHER SELLER NOR ANY OF ITS AFFILIATESAFFILIATES OR REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO BUYER OR ITS REPRESENTATIVES (IINCLUDING ANY INFORMATION PROVIDED OR MADE AVAILABLE TO BUYER IN THE DATA ROOM, EXCEPT AS EXPRESSLY PROVIDED IN ‎ARTICLE 3). EXCEPT AS SPECIFICALLY SET FORTH IN ‎ARTICLE 3, (A) SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF OR OTHERWISE IN ANY WAY RELATING TO THE COMPANY OR ITS ASSETS, LIABILITIES OR OPERATIONS, OR ITS BUSINESS, INCLUDING WITH RESPECT TO VALUE, CONDITION OR PERFORMANCE OR MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR ANY PURPOSE (BOTH GENERALLY OR FOR ANY PARTICULAR PURPOSE) AND WITH RESPECT TO FUTURE REVENUE, PROFITABILITY OR THE SUCCESS OF THE COMPANY AND THE BUSINESS AND (B) ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. BUYER ACKNOWLEDGES THAT, SHOULD THE CLOSING OCCUR, BUYER SHALL ACQUIRE THE ASSETS OF THE COMPANY BUSINESS WITHOUT ANY WARRANTY AS TO MERCHANTABILITY OR ANY SUBSIDIARY OF THE COMPANY, OR (II) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARES, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FITNESS THEREOF FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY OR ANY AFFILIATES OF THE COMPANY, (C) NEITHER THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS MADE, AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES IN AN “AS IS” CONDITION AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (D) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITSON A “WHERE IS” BASIS.

Independent Investigation. EXCEPT FOR (AND WITHOUT LIMITING) THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY SELLER IN ARTICLE III AND ARTICLE IV OF THIS AGREEMENT, THE PURCHASER OR IN ANY OTHER DOCUMENT DELIVERED PURSUANT HERETO, BUYER ACKNOWLEDGES AND AGREES THAT: (Aa) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY THE COMPANY SELLER OR ANY OF ITS AFFILIATES, EXPRESS OR IMPLIED, AS TO (Ii) THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYASSETS, OR (IIii) THE LIABILITIES, THE BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYBUSINESS, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARESTH INTEREST, THE PURCHASER BUYER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (Bb) THE COMPANY SELLER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER BUYER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BUYER BY OR ON BEHALF OF SELLER, THE COMPANY COMPANY, THE ACQUIRED SUBSIDIARY OR ANY AFFILIATES OF THE COMPANYSELLER, INCLUDING (i) ANY MODELS PROVIDED BY SELLER OR ITS AFFILIATES, WHICH HAVE BEEN PROVIDED FOR ILLUSTRATION PURPOSES ONLY, (Cii) ANY OTHER INFORMATION PROVIDED IN THE CONFIDENTIAL INFORMATION MEMORANDUM DATED MAY 2012, AS SUPPLEMENTED, IF ANY, TO THE DATE OF THIS AGREEMENT, (iii) ANY CORRESPONDENCE FROM SELLER OR AEGIS ENERGY ADVISORS CORP. OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR AFFILIATES, (iv) ANY PRESENTATION BY THE MANAGEMENT OF SELLER OR ITS AFFILIATES, AND (v) ANY INFORMATION MADE AVAILABLE TO BUYER, OR STATEMENTS MADE TO BUYER, DURING SITE OR OFFICE VISITS, IN ANY DATA ROOM OR MANAGEMENT PRESENTATION; (c) NEITHER THE COMPANY SELLER NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY SELLER HAS MADE, AND THE PURCHASER SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OF COMPANY, THE COMPANY ACQUIRED SUBSIDIARY OR ANY SUBSIDIARY OF THE COMPANYTHEIR RESPECTIVE ASSETS; AND (Dd) THE COMPANY SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS OF REFINERY OR THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYOTHER ASSETS, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITS. 57 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY THIRD PARTY BENEFICIARY RIGHTS OR OTHER RIGHTS WHICH BUYER MIGHT CLAIM UNDER ANY STUDIES, REPORTS, TESTS OR ANALYSES PREPARED BY ANY THIRD PARTIES FOR SELLER OR ANY OF ITS AFFILIATES OTHER THAN COMPANY AND THE ACQUIRED SUBSIDIARY (SHOULD THE CLOSING OCCUR), EVEN IF THE SAME WERE MADE AVAILABLE FOR REVIEW BY BUYER OR ITS AGENTS, REPRESENTATIVES OR CONSULTANTS. BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER SHALL INDEMNIFY, DEFEND AND HOLD THE SELLER INDEMNITEES HARMLESS AGAINST ALL CLAIMS AND LOSSES CAUSED BY BUYER's CLAIMING OR ATTEMPTING TO EXERCISE ANY RIGHTS (WHETHER AS A THIRD PARTY BENEFICIARY OR OTHERWISE) UNDER, ANY STUDIES, REPORTS, TESTS OR ANALYSES PREPARED BY ANY THIRD PARTIES FOR SELLER OR ANY OF ITS AFFILIATES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NONE OF THE DOCUMENTS, INFORMATION OR OTHER MATERIALS PROVIDED TO BUYER AT ANY TIME OR IN ANY FORMAT BY SELLER OR ANY OF ITS AFFILIATES CONSTITUTE LEGAL ADVICE, AND BUYER (i) WAIVES ALL RIGHTS TO ASSERT THAT IT RECEIVED ANY LEGAL ADVICE FROM SELLER, ANY OF SELLER's AFFILIATES, OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, REPRESENTATIVES OR COUNSEL, OR THAT IT HAD ANY SORT OF ATTORNEY-CLIENT RELATIONSHIP WITH ANY OF SUCH PERSONS, AND (ii) AGREES TO INDEMNIFY, DEFEND AND HOLD THE SELLER INDEMNITEES HARMLESS AGAINST ANY SUCH ASSERTION MADE BY OR ON BEHALF OF ANY OF BUYER's AFFILIATES.

Independent Investigation. In making the decision to enter into this Agreement and consummate the contemplated transactions, Buyer has relied upon its own independent due diligence investigations and inspection of the assets of the Seller, and on the representations, warranties, covenants and undertakings of Seller in this Agreement. BUYER ACKNOWLEDGES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS EXPRESSLY MADE BY THE COMPANY SET OUT IN THIS AGREEMENT, THE PURCHASER ACKNOWLEDGES AND AGREES THAT: (A) THERE ARE NO REPRESENTATIONSSELLER HAS NOT MADE ANY REPRESENTATION, WARRANTIESWARRANTY OR COVENANT OF ANY KIND OR NATURE, STATEMENTSEXPRESS, ASSURANCES IMPLIED OR GUARANTEES MADE STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MARKETABILITY, QUALITY, CONDITION, CONFORMITY TO SAMPLES, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE, EXCEPT AS OTHERWISE SET OUT IN THIS AGREEMENT, EXPRESSLY DISCLAIMED BY THE COMPANY SELLER. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, SELLER DOES NOT MAKE ANY REPRESENTATION, COVENANT OR ANY OF ITS AFFILIATESWARRANTY, EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, AS TO (IA) THE ASSETS ACCURACY OR COMPLETENESS OF ANY RECORDS DELIVERED TO BUYER WITH RESPECT TO THE COMPANY ASSETS, PROVIDED THAT THE DISCLAIMER SET FORTH IN THIS CLAUSE (A) IS NOT INTENDED TO EXTEND TO THE SCHEDULES TO THIS AGREEMENT OR ANY SUBSIDIARY OF THE COMPANYTO FRAUD OR INTENTIONAL MISREPRESENTATION, OR (II) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARES, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT FUTURE BUSINESS OR INFORMATION ORALLY EVENT. WITH RESPECT TO ANY PROJECTION OR IN WRITING MADE OR COMMUNICATED FORECAST DELIVERED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BUYER BY OR ON BEHALF OF THE COMPANY SELLER OR ANY AFFILIATES OF THEIR AFFILIATES, BUYER ACKNOWLEDGES THAT (I) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, (II) BUYER IS FAMILIAR WITH SUCH UNCERTAINTIES, AND (III) BUYER HAS HAD THE OPPORTUNITY TO MAKE ITS OWN EVALUATION OF THE COMPANY, (C) NEITHER THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE ADEQUACY AND ACCURACY OF THE COMPANY HAS MADE, ALL SUCH PROJECTIONS AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (D) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITSFORECASTS FURNISHED.

Independent Investigation. EXCEPT FOR In making the decision to enter into this Agreement and consummate the Contemplated Transactions, Buyer has relied upon its own independent due diligence investigations and inspection of the assets of the Group Members, and on the representations, warranties, covenants and undertakings of Sellers in this Agreement. Notwithstanding anything contained herein to the contrary, in no event shall Buyer or any the other Indemnified Persons be entitled to assert a claim or recover under this Article 10 with respect to a breach by the Sellers of any representation, warranty, covenant or agreement if Buyer had Knowledge thereof at or before Closing solely arising out of any information provided to Buyer in writing. BUYER ACKNOWLEDGES THAT BY VIRTUE OF BUYER’S ACQUISITION OF THE REPRESENTATIONS SHARES, BUYER IS ACQUIRING THE ASSETS AND WARRANTIES EXPRESSLY MADE BUSINESSES OWNED BY THE COMPANY GROUP MEMBERS IN THEIR “AS IS, WHERE IS” CONDITION AND STATE OF REPAIR, AND WITH ALL FAULTS AND DEFECTS, AND THAT EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE PURCHASER ACKNOWLEDGES AND AGREES THAT: (A) THERE ARE NO REPRESENTATIONSSELLERS HAVE NOT MADE ANY REPRESENTATION, WARRANTIESWARRANTY OR COVENANT OF ANY KIND OR NATURE, STATEMENTSEXPRESS, ASSURANCES IMPLIED OR GUARANTEES MADE STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MARKETABILITY, QUALITY, CONDITION, CONFORMITY TO SAMPLES, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE, EXCEPT AS OTHERWISE SET OUT IN THIS AGREEMENT, EXPRESSLY DISCLAIMED BY THE COMPANY SELLERS. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, SELLERS DO NOT MAKE ANY REPRESENTATION, COVENANT OR ANY OF ITS AFFILIATESWARRANTY, EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, AS TO (IA) THE ACCURACY OR COMPLETENESS OF ANY RECORDS DELIVERED TO BUYER WITH RESPECT TO THE ASSETS OF OR THE COMPANY GROUP (PROVIDED THAT THE DISCLAIMER SET FORTH IN THIS CLAUSE (A) IS NOT INTENDED TO EXTEND TO THE SCHEDULES TO THIS AGREEMENT OR ANY SUBSIDIARY OF THE COMPANYTO FRAUD OR INTENTIONAL MISREPRESENTATION), OR (II) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARES, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT FUTURE BUSINESS OR INFORMATION ORALLY EVENT. WITH RESPECT TO ANY PROJECTION OR IN WRITING MADE OR COMMUNICATED FORECAST DELIVERED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BUYER BY OR ON BEHALF OF THE COMPANY SELLERS OR ANY AFFILIATES OF THEIR AFFILIATES, BUYER ACKNOWLEDGES THAT (I) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, (II) BUYER IS FAMILIAR WITH SUCH UNCERTAINTIES, AND (III) BUYER IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE COMPANY, (C) NEITHER THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE ADEQUACY AND ACCURACY OF THE COMPANY HAS MADE, ALL SUCH PROJECTIONS AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (D) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITSFORECASTS FURNISHED.

Independent Investigation. MLP is knowledgeable in the business of owning and operating natural gas and natural gas liquids facilities and has had access to the Assets, the representatives of GSR HOLDINGS, MIDSTREAM and their respective Affiliates, and to the records of GSR HOLDINGS, MIDSTREAM and their respective Affiliates and the Sellers with respect to the Assets. MLP ACKNOWLEDGES THAT THE ASSETS ARE IN THEIR “AS IS, WHERE IS” CONDITION AND STATE OF REPAIR, AND WITH ALL FAULTS AND DEFECTS, AND THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS EXPRESSLY MADE BY THE COMPANY SET OUT IN THIS AGREEMENT, THE PURCHASER GSR HOLDINGS HAS MADE NO REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MARKETABILITY, QUALITY, CONDITION, CONFORMITY TO SAMPLES, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY GSR HOLDINGS AND EXCEPT AS SET FORTH IN THIS AGREEMENT, WAIVED BY MLP. MLP FURTHER ACKNOWLEDGES AND AGREES THAT: (A) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY THE COMPANY OR ANY OF ITS AFFILIATES, EXPRESS OR IMPLIED, AS TO (I) THE ASSETS HAVE BEEN USED FOR NATURAL GAS AND NATURAL GAS LIQUIDS OPERATIONS AND PHYSICAL CHANGES IN THE ASSETS AND IN THE LANDS BURDENED THEREBY MAY HAVE OCCURRED AS A RESULT OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, OR SUCH USES; (II) THE LIABILITIESASSETS MAY INCLUDE BURIED PIPELINES AND OTHER EQUIPMENT, BUSINESS, RESULTS THE LOCATIONS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL WHICH MAY NOT BE KNOWN BY GSR HOLDINGS OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS READILY APPARENT BY A PHYSICAL INSPECTION OF THE COMPANY ASSETS OR ANY SUBSIDIARY OF THE COMPANYLANDS BURDENED THEREBY; (III) MLP SHALL HAVE INSPECTED PRIOR TO CLOSING, OR SHALL BE DEEMED TO HAVE WAIVED ITS RIGHTS TO INSPECT, THE ASSETS AND THE ASSOCIATED PREMISES, AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, AND THAT IN MAKING ITS DECISION MLP SHALL, SUBJECT TO ENTER INTO THE OTHER PROVISIONS OF THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE AGREEMENT, ACCEPT ALL OF THE SHARESSAME IN THEIR “AS IS, WHERE IS” CONDITION AND STATE OF REPAIR, AND WITH ALL FAULTS AND DEFECTS, INCLUDING, BUT NOT LIMITED TO, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING PRESENCE OF MAN-MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY OR ANY AFFILIATES OF THE COMPANY, (C) NEITHER THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS MADE, MATERIAL FIBERS AND THE PURCHASER HEREBY PRESENCE, RELEASE OR DISPOSAL OF HAZARDOUS MATERIALS. EXCEPT AS EXPRESSLY DISCLAIMS AND NEGATESSET OUT IN THIS AGREEMENT, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER GSR HOLDINGS MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY IMPLIED OR IMPLIEDSTATUTORY, RELATING AS TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (DA) THE COMPANY MAKES NO REPRESENTATIONS ACCURACY OR WARRANTIES COMPLETENESS OF ANY DATA OR RECORDS DELIVERED TO MLP WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION)INTERESTS, THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS ATINCLUDING, ONWITHOUT LIMITATION, UNDER OR FROM ANY PORTION DESCRIPTION OF THE ASSETS INTERESTS, PRICING ASSUMPTIONS, QUALITY OR QUANTITY OF THE COMPANY INTERESTS, FREEDOM FROM PATENT OR ANY SUBSIDIARY TRADEMARK INFRINGEMENT OR (B) FUTURE VOLUMES OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS HYDROCARBONS OR OTHER STATUTESPRODUCTS TRANSPORTED, LAWSTREATED, CODESSTORED OR PROCESSED THROUGH OR AT THE ASSETS. With respect to any projection or forecast delivered by or on behalf of GSR HOLDINGS or its Affiliates to MLP, ORDINANCESMLP acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, REGULATIONS OR REQUIREMENTS(ii) MLP is familiar with such uncertainties, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITS(iii) MLP is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts furnished to MLP and (iv) MLP will not have a claim against GSR HOLDINGS, MIDSTREAM or any of their respective advisors or Affiliates with respect to such projections or forecasts. Notwithstanding the foregoing, nothing in this Agreement is intended to waive, limit or restrict any rights of the Parties with respect to Third Persons.

Independent Investigation. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY MADE BY SET FORTH IN ARTICLE 7 HEREOF, BUYER ACKNOWLEDGES THAT (1) SELLER IS SELLING AND BUYER IS ACQUIRING THE COMPANY IN THIS AGREEMENTPROPERTY ON AN “AS IS”, “WHERE IS” BASIS, WITHOUT ANY REPRESENTATIONS AND WARRANTIES CONCERNING THE PURCHASER ACKNOWLEDGES AND AGREES THAT: PROPERTY (A) THERE ARE NO REPRESENTATIONSEXPRESS, WARRANTIES, STATEMENTS, ASSURANCES IMPLIED OR GUARANTEES MADE BY THE COMPANY OR ANY OF ITS AFFILIATES, EXPRESS OR IMPLIED, AS TO (I) THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, OR (II) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARES, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY OR ANY AFFILIATES OF THE COMPANYSTATUTORY), (C2) NEITHER THE COMPANY NOR SELLER HAS NOT MADE AND IS NOT MAKING ANY AFFILIATE, AGENT, REPRESENTATION OR REPRESENTATIVE OF THE COMPANY HAS MADE, AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITYTITLE, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE WITH REGARD TO THE PROPERTY AND SELLER HAS EXPRESSLY DISCLAIMED ANY WARRANTIES (EXPRESS, IMPLIED OR STATUTORY), AND (3) SELLER HAS NOT AND DOES NOT WARRANT DESCRIPTION, VALUE, QUALITY, OR CONFORMITY TO MODELS CONDITION OF ANY OF THE PROPERTY (INCLUDING THE PIPELINES, TANKS, TERMINALS, APPURTENANT OR SAMPLES ASSOCIATED EQUIPMENT OR OTHER REAL OR PERSONAL PROPERTY LOCATED ON OR INCLUDED IN THE PROPERTY). BUYER FURTHER ACKNOWLEDGES THAT SELLER HAS NOT MADE AND IS NOT MAKING ANY OTHER REPRESENTATION OR WARRANTYWARRANTY CONCERNING THE PRESENT OR FUTURE VALUE OF THE POSSIBLE INCOME, EXPRESSCOSTS OR PROFITS IF ANY, STATUTORY TO BE DERIVED FROM THE PROPERTY. BUYER HAS MADE INDEPENDENT INSPECTIONS, ESTIMATES, COMPUTATIONS, REPORTS, STUDIES, AND EVALUATIONS OF THE PROPERTY AND HAS SATISFIED OR IMPLIED, RELATING WILL SATISFY ITSELF PRIOR TO THE ASSETS EXPIRATION OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (D) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REVIEW PERIOD WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS PROPERTY. FURTHER, BUYER ACKNOWLEDGES THAT THE PROPERTY HAS BEEN USED FOR THE TRANSPORTATION OF REFINED PETROLEUM PRODUCTS OR CRUDE OIL AND MAY HAVE BEEN THE COMPANY SUBJECT OF ONE OR ANY SUBSIDIARY MORE RELEASES OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS REFINED PETROLEUM PRODUCTS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND CRUDE OIL AS A RESULT OF ITS USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITS.

Independent Investigation. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN THIS AGREEMENT, THE PURCHASER BUYER ACKNOWLEDGES AND AGREES THAT: THAT EXCEPT IN THE CASE OF FRAUD (A) THERE ARE NO REPRESENTATIONSIT HAS MADE ITS OWN INDEPENDENT EXAMINATION, WARRANTIESINVESTIGATION, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY THE COMPANY OR ANY OF ITS AFFILIATES, EXPRESS OR IMPLIED, AS TO (I) THE ASSETS ANALYSIS AND EVALUATION OF THE COMPANY OR ANY SUBSIDIARY OF BUSINESS, THE COMPANY, OR (II) THE INTERESTS OF THE COMPANY AND THE COMPANY’S ASSETS, LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION FINANCIAL CONDITION, TECHNOLOGY AND PROSPECTS, (FINANCIALB) IT HAS BEEN PROVIDED ACCESS TO PERSONNEL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS PROPERTIES, PREMISES AND RECORDS OF THE COMPANY FOR SUCH PURPOSE AND HAS RECEIVED AND REVIEWED SUCH INFORMATION AND HAS HAD A REASONABLE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS RELATING TO SUCH MATTERS AS IT DEEMED NECESSARY OR ANY SUBSIDIARY APPROPRIATE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, (C) IT HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT IT IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF AN ACQUISITION OF THE INTERESTS AND AN INVESTMENT IN THE COMPANY, (D) SELLER AND THAT IN MAKING THE COMPANY GROUP HAVE DELIVERED OR MADE AVAILABLE TO BUYER OR ITS DECISION AFFILIATES OR REPRESENTATIVES, AS APPLICABLE, ALL INFORMATION WHICH BUYER OR ANY SUCH AFFILIATES OR REPRESENTATIVES HAVE REQUESTED FOR THE PURPOSE OF DECIDING WHETHER OR NOT TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARESOTHER TRANSACTION DOCUMENTS, THE PURCHASER (E) IT HAS RELIED AND WILL RELY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT SOLELY UPON BASED ON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, INVESTIGATION AND ANALYSIS AND EVALUATION; ON THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY CONTAINED IN ARTICLE IV AND ARTICLE V, (BF) EXCEPT AS 42 EXPRESSLY CONTAINED IN ARTICLE IV AND ARTICLE V, NO REPRESENTATION OR WARRANTY HAS BEEN OR IS BEING MADE BY SELLER OR ANY OTHER PERSON AS TO THE COMPANY DISCLAIMS ALL LIABILITY ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO BUYER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES, AND (G) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE ESTIMATES, PROJECTIONS, FORECASTS, PLANS, BUDGETS AND SIMILAR MATERIALS AND INFORMATION, AND BUYER IS FAMILIAR WITH SUCH UNCERTAINTIES, AND, EXCEPT IN THE CASE OF FRAUD AND FOR BUYER’S RELIANCE ON THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV OR ARTICLE V, BUYER IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATIONS OF THE ADEQUACY AND ACCURACY OF ANY AND ALL ESTIMATES, PROJECTIONS, FORECASTS, PLANS, BUDGETS AND OTHER REPRESENTATION, WARRANTY, STATEMENT MATERIALS OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH THAT MAY HAVE BEEN PROVIDED DELIVERED OR MADE AVAILABLE TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY IT OR ANY AFFILIATES OF THE COMPANY, (C) NEITHER THE COMPANY NOR ANY AFFILIATE, AGENT, ITS REPRESENTATIVES AND BUYER HAS NOT RELIED OR REPRESENTATIVE OF THE COMPANY HAS MADE, AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (D) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR WILL NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITSRELY ON SUCH INFORMATION.

Independent Investigation. Buyer has conducted a review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Business, the Purchased Assets and the Assumed Liabilities. BUYER HEREBY ACKNOWLEDGES THAT NEITHER SELLER, ITS AFFILIATES NOR ANY OTHER PERSON IS MAKING ANY REPRESENTATION OR WARRANTY OTHER THAN THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE IV AND THE ANCILLARY AGREEMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER HEREBY ACKNOWLEDGES THAT, EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN ARTICLE IV OR THE ANCILLARY AGREEMENTS, NEITHER SELLER, ITS AFFILIATES NOR ANY OTHER PERSON IS MAKING ANY REPRESENTATION OR WARRANTY IN RESPECT OF THE BUSINESS, ANY OF THE PURCHASED ASSETS OR ASSUMED LIABILITIES, THE OPERATION OF THE BUSINESS BY BUYER AFTER THE CLOSING, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS AFTER THE CLOSING, ANY FINANCIAL PROJECTION OR FORECAST RELATING TO SELLER, ANY OF ITS AFFILIATES OR THE BUSINESS WHETHER PURSUANT TO ANY PRESENTATION MADE BY OR ON BEHALF OF SELLER, ITS AFFILIATES OR THE BUSINESS, PURSUANT TO ANY ELECTRONIC OR PHYSICAL DELIVERY OF DOCUMENTATION OR OTHER INFORMATION, OR OTHERWISE, TO BUYER OR ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES, OR AS TO ANY OTHER MATTER OR THING, AND BUYER EXPRESSLY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY. THE BUYER ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLER EXPRESSLY MADE BY THE COMPANY SET FORTH IN THIS AGREEMENTARTICLE IV, THE PURCHASER ACKNOWLEDGES AND AGREES THAT: (A) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY BUYER TAKES THE COMPANY OR ANY OF ITS AFFILIATES, EXPRESS OR IMPLIED, AS TO (I) THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, OR (II) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONSTHE PURCHASED ASSETS AND THE ASSUMED LIABILITIES “AS IS” “WHERE IS” AND “WITH ALL FAULTS”. ARTICLE VI ADDITIONAL AGREEMENTS Access. (a) From the date of this Agreement through the Closing or the earlier termination of this Agreement in accordance with Article XI (the “Interim Period”), CONDITION (FINANCIALupon reasonable prior notice, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYSeller will, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARES, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY OR ANY AFFILIATES OF THE COMPANYand will cause its Affiliates to, (Ci) NEITHER THE COMPANY NOR ANY AFFILIATEafford the Representatives of Buyer reasonable access, AGENTduring normal business hours, OR REPRESENTATIVE OF THE COMPANY HAS MADEto the properties, AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATESbooks and records of the Business and (ii) furnish to the Representatives of Buyer such additional financial and operating data and other information regarding the Business as Buyer or its Representatives may from time to time reasonably request for purposes of consummating the transactions contemplated by this Agreement and the Ancillary Agreements and preparing to operate the Business following the Closing but only so long as such additional financial and operating data is prepared by Seller or its Affiliates in the Ordinary Course of Business and is therefore in their possession or control, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITYin each case, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYat the sole cost and expense of Buyer; AND (D) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITS.provided that Buyer will indemnify and hold harmless Seller and each Affiliate thereof from any and all Losses incurred with respect to

Independent Investigation. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN THIS AGREEMENT, THE PURCHASER XXXXX ACKNOWLEDGES AND AGREES THAT: THAT IT HAS MADE ITS OWN INQUIRY AND INVESTIGATION INTO, AND, BASED XXXXXXX, HAS FORMED AN INDEPENDENT JUDGMENT CONCERNING, XXXXXXX, THE COMPANY, THE BUSINESS AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT (AI) THERE ARE NO THE ONLY REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES COVENANTS AND AGREEMENTS MADE BY THE COMPANY OR ANY OF ITS SELLERS AND THEIR AFFILIATES, EXPRESS OR IMPLIEDARE THE REPRESENTATIONS, AS TO (I) THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYWARRANTIES, OR (II) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COVENANTS AND THAT AGREEMENTS MADE IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE IN ANY CERTIFICATE DELIVERED AT THE PURCHASE OF THE SHARESCLOSING, THE PURCHASER AND BUYER HAS NOT RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT REPRESENTATIONS OR OTHER INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER SUPPLIED BY OR ON BEHALF OF THE COMPANY SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES OF THE COMPANYOR REPRESENTATIVES, (C) NEITHER THE COMPANY NOR INCLUDING ANY AFFILIATE, AGENTINFORMATION PROVIDED BY OR THROUGH THEIR FINANCIAL ADVISORS OR ATTORNEYS, OR REPRESENTATIVE OF THE COMPANY HAS MADEMANAGEMENT PRESENTATIONS, DATA ROOMS OR OTHER DUE DILIGENCE INFORMATION, AND THAT BUYER WILL NOT HAVE ANY RIGHT OR REMEDY ARISING OUT OF ANY SUCH REPRESENTATION OR OTHER INFORMATION, AND (II) ANY CLAIMS THAT BUYER MAY HAVE FOR BREACH OF ANY REPRESENTATION OR WARRANTY SHALL BE BASED SOLELY ON THE PURCHASER HEREBY EXPRESSLY DISCLAIMS REPRESENTATIONS AND NEGATESWARRANTIES SET FORTH IN ARTICLE III AND IN ANY CERTIFICATE DELIVERED AT THE CLOSING (EACH AS MODIFIED BY THE SELLERS DISCLOSURE SCHEDULE ). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, ANY IMPLIED NOTHING HEREIN SHALL LIMIT OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE)RESTRICT, OR CONFORMITY TO MODELS BE USED AS A DEFENSE AGAINST, BUYER’S RECOURSE OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OPERATE AS A RELEASE IN RESPECT OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (D) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITSFRAUD.

Independent Investigation. EXCEPT BXXX ATLANTIC MOBILE AND USWD ACKNOWLEDGE THEY HAVE READ THIS AGREEMENT AND UNDERSTAND AND ACCEPT THE TERMS, CONDITIONS, AND COVENANTS CONTAINED HEREIN AS BEING REASONABLY NECESSARY TO MAINTAIN BXXX ATLANTIC MOBILE'S HIGH STANDARDS FOR SERVICE. USWD ACKNOWLEDGES AND UNDERSTANDS THAT BXXX ATLANTIC MOBILE MAY AT ANY TIME ALSO BE ENGAGED DIRECTLY OR INDIRECTLY THROUGH ITS DIRECT SALES FORCE, AGENTS, OTHER RETAILERS, OR OUTLETS OF ANY KIND, IN SOLICITING POTENTIAL SUBSCRIBERS FOR THE REPRESENTATIONS SERVICE OR OTHER SERVICES OR PRODUCTS OR FOR THE SALE, LEASE, INSTALLATION, REPAIR, OR SERVICING OF EQUIPMENT IN THE MARKET. USWD ALSO ACKNOWLEDGES AND WARRANTIES EXPRESSLY MADE BY UNDERSTANDS THAT BXXX ATLANTIC MOBILE MAY SELL THE COMPANY SERVICE TO OTHERS WHO MAY RESELL IT. USWD HAS INDEPENDENTLY INVESTIGATED THE CELLULAR SERVICE OR EQUIPMENT SALES BUSINESS AND THE PROFITABILITY (IF ANY) AND RISKS THEREOF AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OF BXXX ATLANTIC MOBILE OTHER THAN AS SET FORTH IN THIS AGREEMENT. IN PARTICULAR, USWD ACKNOWLEDGES THAT BXXX ATLANTIC MOBILE HAS NOT REPRESENTED: (A) USWD'S PROSPECTS OR CHANCES FOR SUCCESS SELLING SERVICES UNDER THIS AGREEMENT; (B) THE PURCHASER TOTAL INVESTMENT THAT USWD MAY NEED TO MAKE TO OPERATE UNDER THIS AGREEMENT (BXXX ATLANTIC MOBILE DOES NOT KNOW THE AMOUNT OF THE TOTAL INVESTMENT THAT MAY BE REQUIRED FOR THIS PURPOSE); OR (C) THAT IT WILL LIMIT ITS EFFORTS TO SELL SERVICE OR ESTABLISH OTHER AGENTS OR RETAILERS IN THE AREA. USWD ALSO ACKNOWLEDGES AND AGREES THAT BXXX ATLANTIC MOBILE HAS NOT REPRESENTED TO IT THAT: (A) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES BXXX ATLANTIC MOBILE WILL PROVIDE LOCATIONS OR GUARANTEES ASSIST USWD TO FIND LOCATIONS TO PROMOTE THE SALE OF SERVICE UNDER THIS AGREEMENT; (B) BXXX ATLANTIC MOBILE WILL PURCHASE ANY PRODUCTS MADE BY USWD THAT ARE IN ANY WAY ASSOCIATED WITH THE COMPANY SERVICE SOLD BY USWD UNDER THIS AGREEMENT; (C) USWD WILL DERIVE INCOME FROM THE SALE OF BXXX ATLANTIC MOBILE'S SERVICES UNDER THIS AGREEMENT, OR BXXX ATLANTIC MOBILE WILL REFU ANY OF ITS AFFILIATES, EXPRESS PAYMENTS MADE BY USWD TO BXXX ATLANTIC MOBILE UNDER THIS AGREEMENT; OR IMPLIED, AS (D) BXXX ATLANTIC MOBILE WILL PROVIDE A SALES OR MARKETING PROGRAM THAT WILL ENABLE USWD TO DERIVE INCOME UNDER THIS AGREEMENT. USWD FURTHER ACKNOWLEDGES THAT BXXX ATLANTIC MOBILE HAS NOT MADE ANY REPRESENTATIONS REGARDING: (IA) THE ASSETS QUANTITY OR QUALITY OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, OR (II) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING SERVICE TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, AND THAT BE SOLD BY USWD OTHER THAN AS STATED IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARES, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATIONAGREEMENT; (B) THE COMPANY DISCLAIMS ALL LIABILITY PROVISION BY BXXX ATLANTIC MOBILE TO USWD OF TRAINING AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY OR ANY AFFILIATES OF THE COMPANY, MANAGEMENT ASSISTANCE; (C) NEITHER THE COMPANY NOR ANY AFFILIATEAMOUNT OF PROFITS, AGENTNET OR GROSS, OR REPRESENTATIVE OF THE COMPANY HAS MADE, AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYTHAT USWD CAN EXPECT FROM ITS OPERATIONS UNDER THIS AGREEMENT; AND (D) THE COMPANY MAKES NO REPRESENTATIONS SIZE (OTHER THAN THE GEOGRAPHIC AREA), CHOICE POTENTIAL, OR WARRANTIES DEMOGRAPHIC NATURE OF THE MARKET IN WHIC BXXX ATLANTIC MOBILE'S SERVICE IS AVAILABLE OR THE NUMBER OF OTHER RETAILERS OR AGENTS THAT ARE OR MAY IN THE FUTURE OPERATE IN THAT AREA, OR (E) THE TERMINATION, TRANSFER OR RENEWAL PROVISIONS OF THIS AGREEMENT OTHER THAN AS SET FORTH IN THE AGREEMENT. USWD ACKNOWLEDGES THAT IT UNDERSTANDS THAT IT WILL NOT OBTAIN ANY EXCLUSIVE RIGHTS UNDER THIS AGREEMENT EITHER WITH RESPECT TO TERRITORY OR OTHERWISE, AND UNDERSTANDS THAT BXXX ATLANTIC MOBILE MAY APPOINT OTHER AGENTS OR RETAILERS IN THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), MARKET AFFECTED BY THIS AGREEMENT. USWD ALSO ACKNOWLEDGES THAT BXXX ATLANTIC MOBILE CANNOT CALCULATE IN ADVANCE THE PRESENCE OR ABSENCE TOTAL AMOUNT THAT BXXX ATLANTIC MOBILE WILL PAY TO USWD UNDER THIS AGREEMENT AS THAT AMOUNT DEPENDS ON THE QUANTITY OF HAZARDOUS MATERIALS AT, ON, UNDER OR SERVICE THAT SUBSCRIBERS PURCHASE FROM ANY PORTION OF THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITS.BXXX ATLANTIC MOBILE. ARTICLE 14 - LIMITED LIABILITY

Independent Investigation. EXCEPT THIS AGREEMENT HAS BEEN PREPARED BY COUNSEL TO XXXXXXXX’X PARENT COMPANY SOLELY FOR XXXXXXXX’X BENEFIT. WHILE DEL TORO’S PRESIDENT INDICATES THAT IT CONTEMPLATES RETAINING THAT SAME LAW FIRM (NAMELY, XXXXXXXX LAW CENTER LTD.) TO PROVIDE LEGAL COUNSEL TO THE PARTIES HEREUNDER, DEL TORO HEREBY ACKNOWLEDGES THAT SAID FIRM IS NOT REPRESENTING DEL TORO WITH REGARD TO THE TRANSACTION MEMORIALIZED HEREIN. FOR THE REPRESENTATIONS AVOIDANCE OF DOUBT, DEL TORO HEREBY EXPRESSLY WAIVES AND WARRANTIES EXPRESSLY MADE CONSENTS TO ANY CONFLICT THAT MIGHT EXIST BY THE COMPANY IN THIS AGREEMENT, THE PURCHASER ACKNOWLEDGES AND AGREES THAT: (A) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY THE COMPANY OR ANY VIRTUE OF ITS AFFILIATES, EXPRESS OR IMPLIED, AS TO (I) THE ASSETS XXXXXXXX LAW CENTER LTD.’S SOLE REPRESENTATION OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, OR (II) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING XXXXXXXX WITH REGARD TO THE BUSINESS UNDERLYING TRANSACTION. WITH THE FOREGOING IN MIND, EACH PARTY HAS: INDEPENDENTLY EVALUATED THE DESIRABILITY OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, AND THAT IN MAKING ITS DECISION TO ENTER ENTERING INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARES, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR IS NOT RELYING ON ANY OTHER REPRESENTATION, WARRANTY, GUARANTEE OR STATEMENT NOT SET FORTH HEREIN; AND HAS BEEN AFFORDED THE OPPORTUNITY TO SEEK LEGAL COUNSEL WITH REGARD TO ITS RIGHTS AND OBLIGATIONS AND HAS CONSULTED OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY OR ANY AFFILIATES OF THE COMPANY, (C) NEITHER THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS MADEREFUSED SUCH COUNSEL, AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATESACCORDINGLY NEGOTIATED THIS AGREEMENT. The Parties have each executed this Agreement by duly authorized representative and each Party hereby acknowledges that it understands and is bound by this Agreement. XXXXXXXX HOLDINGS, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITYLLC, FITNESS (BOTH GENERALLY AND FOR a DEL TORO SILVER CORP., a California limited liability company Nevada domestic corporation By: Trinity Alps Resources, Inc., Manager By: /s/Xxxxxxx X. Xxxxx By: /s/Xxxx Xxxxxxx Xxxxxxx X. Xxxxx, President Xxxx Xxxxxxx, President Date: November 14, 2011 Date: November 14, 2011 EXHIBIT A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (D) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITS.Description of the Claims EXHIBIT B 36-Month Work Plan YEAR ONE: YEAR TWO: YEAR THREE:

Independent Investigation. EXCEPT CONNECT 24 AND DEALER ACKNOWLEDGE THEY HAVE READ THIS AGREEMENT AND UNDERSTAND AND ACCEPT THE TERMS, CONDITIONS, AND COVENANTS CONTAINED HEREIN AS BEING REASONABLY NECESSARY TO MAINTAIN CONNECT 24'S HIGH STANDARDS FOR SERVICE. DEALER ACKNOWLEDGES AND UNDERSTANDS THAT CONNECT 24 MAY AT ANY TIME ALSO BE ENGAGED DIRECTLY OR INDIRECTLY THROUGH OTHER DEALERS, OR OUTLETS OF ANY KIND, IN SOLICITING POTENTIAL CUSTOMERS FOR THE REPRESENTATIONS SERVICE OR OTHER SERVICES OR PRODUCTS OR FOR THE SALE, LEASE, INSTALLATION, REPAIR, OR SERVICING OF EQUIPMENT IN THE AREA. DEALER ALSO ACKNOWLEDGES AND WARRANTIES EXPRESSLY MADE BY UNDERSTANDS THAT CONNECT 24 MAY SELL THE COMPANY SERVICE TO OTHERS WHO MAY RESELL IT. DEALER HAS INDEPENDENTLY INVESTIGATED THE FIXED POINT CELLULAR ALARM SERVICE OR EQUIPMENT SALE/LEASING BUSINESS AND THE PROFITABILITY (IF ANY) AND RISKS THEREOF AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OF CONNECT 24 OTHER THAN AS SET FORTH IN THIS AGREEMENT. IN PARTICULAR, DEALER ACKNOWLEDGES THAT CONNECT 24 HAS NOT REPRESENTED: (a) DEALER'S PROSPECTS OR CHANCES FOR SUCCESS SELLING SERVICES UNDER THIS AGREEMENT; (b) THE PURCHASER TOTAL INVESTMENT THAT DEALER MAY NEED TO MAKE TO OPERATE UNDER THIS AGREEMENT (CONNECT 24 DOES NOT KNOW THE AMOUNT OF THE TOTAL INVESTMENT THAT MAY BE REQUIRED FOR THIS PURPOSE); OR (c) THAT IT WILL LIMIT ITS EFFORTS TO SELL SERVICE OR ESTABLISH OTHER RESELLING CUSTOMERS IN THE AREA. DEALER ALSO ACKNOWLEDGES AND AGREES THAT CONNECT 24 HAS NOT REPRESENTED TO IT THAT: (Aa) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES CONNECT 24 WILL PROVIDE LOCATIONS OR GUARANTEES ASSIST DEALER TO FIND LOCATIONS TO PROMOTE THE SALE OF SERVICE UNDER THIS AGREEMENT; (b) CONNECT 24 WILL PURCHASE ANY PRODUCTS MADE BY DEALER THAT ARE IN ANY WAY ASSOCIATED WITH THE COMPANY SERVICE SOLD BY DEALER UNDER THIS AGREEMENT; (c) DEALER WILL DERIVE INCOME FROM THE SALE OF CONNECT 24'S SERVICES UNDER THIS AGREEMENT, OR CONNECT 24 WILL REFUND ANY OF ITS AFFILIATES, EXPRESS PAYMENTS MADE BY DEALER TO CONNECT 24 UNDER THIS AGREEMENT; OR IMPLIED, AS (d) CONNECT 24 WILL PROVIDE A SALE OR MARKETING PROGRAM THAT WILL ENABLE DEALER TO DERIVE INCOME UNDER THIS AGREEMENT. DEALER FURTHER ACKNOWLEDGES THAT CONNECT 24 HAS NOT MADE ANY REPRESENTATIONS REGARDING: (Ia) THE ASSETS QUANTITY OR QUALITY OF SERVICE TO BE SOLD BY DEALER; (b) THE PROVISION BY CONNECT 24 TO DEALER OF TRAINING AND MANAGEMENT ASSISTANCE; (c) THE AMOUNT OF PROFITS, NET OR GROSS, THAT DEALER CAN EXPECT FROM ITS OPERATIONS UNDER THIS AGREEMENT; (d) THE SIZE (OTHER THAN THE GEOGRAPHIC AREA), CHOICE, POTENTIAL, OR DEMOGRAPHIC NATURE OF THE COMPANY AREA IN WHICH CONNECT 24'S SERVICE IS AVAILABLE OR ANY SUBSIDIARY THE NUMBER OF OTHER DEALERS OR RESELLING CUSTOMERS THAT ARE OR MAY IN THE COMPANYFUTURE OPERATE IN THAT AREA; (e) THE TERMINATION, TRANSFER, OR RENEWAL PROVISIONS OF THIS AGREEMENT OTHER THAN AS SET FORTH IN THE AGREEMENT; OR (IIf) THE LIABILITIES, BUSINESS, RESULTS SPONSORSHIP OR PARTICIPATION OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL A PRIMARY MARKETER OF TRADEMARK PRODUCTS OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, AND THAT SERVICES IN MAKING ITS DECISION TO ENTER INTO DEALER'S OPERATIONS UNDER THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARESOTHER THAN AS MAY BE SET FORTH IN THIS AGREEMENT. DEALER ACKNOWLEDGES THAT IT UNDERSTANDS THAT IT WILL NOT OBTAIN ANY EXCLUSIVE RIGHTS UNDER THIS AGREEMENT, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY OR ANY AFFILIATES OF THE COMPANY, (C) NEITHER THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS MADE, AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (D) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES EITHER WITH RESPECT TO THE USE AREA OR CONDITION (INCLUDING ENVIRONMENTAL USE OTHERWISE, AND UNDERSTANDS THAT CONNECT 24 MAY APPOINT OTHER DEALERS OR CONDITION), CUSTOMERS IN THE PRESENCE OR ABSENCE AREA AFFECTED BY THIS AGREEMENT. DEALER ALSO ACKNOWLEDGES THAT CONNECT 24 CANNOT CALCULATE IN ADVANCE THE TOTAL AMOUNT THAT DEALER MUST PAY TO CONNECT 24 UNDER THIS AGREEMENT AS THAT AMOUNT DEPENDS ON THE QUANTITY OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITSSERVICE THAT DEALER'S END USERS PURCHASE.

Independent Investigation. MLP is knowledgeable in the business of owning and operating natural gas, natural gas liquids facilities, condensate and refined product facilities and has had access to the Assets, the representatives of MIDSTREAM and its Affiliates, and to the records of MIDSTREAM and its Affiliates with respect to the Assets. MLP ACKNOWLEDGES THAT THE ASSETS ARE IN THEIR “AS IS, WHERE IS” CONDITION AND STATE OF REPAIR, AND WITH ALL FAULTS AND DEFECTS, AND THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS EXPRESSLY MADE BY THE COMPANY SET OUT IN THIS AGREEMENT, THE PURCHASER MIDSTREAM HAS MADE NO REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MARKETABILITY, QUALITY, CONDITION, CONFORMITY TO SAMPLES, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY MIDSTREAM AND EXCEPT AS SET FORTH IN THIS AGREEMENT, WAIVED BY MLP. MLP FURTHER ACKNOWLEDGES AND AGREES THAT: (A) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY THE COMPANY OR ANY OF ITS AFFILIATES, EXPRESS OR IMPLIED, AS TO (I) THE ASSETS WILL BE USED FOR natural gas, natural gas liquids, CONDENSATE AND/OR REFINED PRODUCT OPERATIONS AND PHYSICAL CHANGES IN THE ASSETS AND IN THE LANDS BURDENED THEREBY MAY HAVE OCCURRED AS A RESULT OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, OR SUCH USES; (II) THE LIABILITIESASSETS MAY INCLUDE BURIED PIPELINES AND OTHER EQUIPMENT, BUSINESS, RESULTS THE LOCATIONS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL WHICH MAY NOT BE KNOWN BY MIDSTREAM OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS READILY APPARENT BY A PHYSICAL INSPECTION OF THE COMPANY ASSETS OR ANY SUBSIDIARY OF THE COMPANYLANDS BURDENED THEREBY; (III) MLP SHALL HAVE INSPECTED PRIOR TO CLOSING, OR SHALL BE DEEMED TO HAVE WAIVED ITS RIGHTS TO INSPECT, THE ASSETS AND THE ASSOCIATED PREMISES, AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, AND THAT IN MAKING ITS DECISION MLP SHALL, SUBJECT TO ENTER INTO THE OTHER PROVISIONS OF THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE AGREEMENT, ACCEPT ALL OF THE SHARESSAME IN THEIR “AS IS, WHERE IS” CONDITION AND STATE OF REPAIR, AND WITH ALL FAULTS AND DEFECTS, INCLUDING, BUT NOT LIMITED TO, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING PRESENCE OF MAN-MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY OR ANY AFFILIATES OF THE COMPANY, (C) NEITHER THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS MADE, MATERIAL FIBERS AND THE PURCHASER HEREBY PRESENCE, RELEASE OR DISPOSAL OF HAZARDOUS MATERIALS. EXCEPT AS EXPRESSLY DISCLAIMS AND NEGATESSET OUT IN THIS AGREEMENT, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER MIDSTREAM MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY IMPLIED OR IMPLIEDSTATUTORY, RELATING AS TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (DA) THE COMPANY MAKES NO REPRESENTATIONS ACCURACY OR WARRANTIES COMPLETENESS OF ANY DATA OR RECORDS DELIVERED TO MLP WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION)SUBJECT INTERESTS, THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS ATINCLUDING, ONWITHOUT LIMITATION, UNDER OR FROM ANY PORTION DESCRIPTION OF THE ASSETS SUBJECT INTERESTS, PRICING ASSUMPTIONS, QUALITY OR QUANTITY OF THE COMPANY SUBJECT INTERESTS, FREEDOM FROM PATENT OR ANY SUBSIDIARY TRADEMARK INFRINGEMENT OR (B) FUTURE VOLUMES OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS HYDROCARBONS OR OTHER STATUTESPRODUCTS TRANSPORTED, LAWSTREATED, CODESSTORED OR PROCESSED THROUGH OR AT THE ASSETS. With respect to any projection or forecast delivered by or on behalf of MIDSTREAM or its Affiliates to MLP, ORDINANCESMLP acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, REGULATIONS OR REQUIREMENTS(ii) MLP is familiar with such uncertainties, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITS(iii) MLP is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts furnished to MLP and (iv) MLP will not have a claim against MIDSTREAM or any of its advisors or Affiliates with respect to such projections or forecasts.

Independent Investigation. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN THIS AGREEMENTThe Purchaser has conducted its own independent investigation of the Assets. The Purchaser acknowledges that it has had access to the Company's and its Affiliates' personnel and to any and all environmental, zoning and other permit documents and information and has inspected the Assets and any and all financial, operational and other documents and information that the Purchase has requested or otherwise determined is necessary as part of the Purchaser's due diligence review of the Assets and the Business. The Purchaser has been provided all information and documentation it has requested and has received answers to all questions asked of the Company's and its Affiliates' personnel. The Purchaser acknowledges that, except as otherwise expressly set forth herein, THE PURCHASER ACKNOWLEDGES ASSETS ARE CONVEYED "AS IS, WHERE IS" AND AGREES THAT: (A) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY THE COMPANY OR ANY OF ITS AFFILIATES, EXPRESS OR IMPLIED, AS TO (I) THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, OR (II) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY"WITH ALL FAULTS", AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARES, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY OR ANY AFFILIATES OF THE COMPANY, (C) NEITHER THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS NOT MADE, AND THE PURCHASER COMPANY HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER, RELATING TO THE ASSETS (INCLUDING BUT NOT LIMITED TO, ANY IMPLIED OR EXPRESS EXPRESSED WARRANTY OF MERCHANTABILITY, MERCHANTABILITY OR FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY . THE PURCHASER ACKNOWLEDGES THAT ENVIRONMENTAL PERMITS ARE REQUIRED TO MODELS OR SAMPLES OWN AND OPERATE CERTAIN OF THE ASSETS. THE PURCHASER ASSUMES ALL RISK AND LIABILITY ASSOCIATED WITH OBTAINMENT OF ENVIRONMENTAL PERMITS NECESSARY TO OPERATE THE ASSETS. IF ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING ENVIRONMENTAL PERMITS ARE ISSUED TO THE ASSETS OF PURCHASER, THE COMPANY PURCHASER UNDERSTANDS AND ACKNOWLEDGES THAT THEY MAY CONTAIN DIFFERENT OR ANY SUBSIDIARY OF LESS FAVORABLE TERMS THAN THOSE ENVIRONMENTAL PERMITS CURRENTLY HELD BY THE COMPANY; AND (D) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITS. The Purchaser shall execute and deliver to the Company at Closing a certificate and agreement of the Purchaser repeating and confirming the foregoing as of the Time of Closing.

Independent Investigation. MLP is knowledgeable in the business of owning and operating natural gas and natural gas liquids facilities and has had access to the Assets, the representatives of HOLDINGS, MIDSTREAM and their Affiliates, and to the records of HOLDINGS, MIDSTREAM and their Affiliates with respect to the Assets. MLP ACKNOWLEDGES THAT THE ASSETS ARE IN THEIR “AS IS, WHERE IS” CONDITION AND STATE OF REPAIR, AND WITH ALL FAULTS AND DEFECTS, AND THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS EXPRESSLY MADE BY THE COMPANY SET OUT IN THIS AGREEMENT, THE PURCHASER HOLDINGS HAS MADE NO REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MARKETABILITY, QUALITY, CONDITION, CONFORMITY TO SAMPLES, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY HOLDINGS AND MIDSTREAM AND EXCEPT AS SET FORTH IN THIS AGREEMENT, WAIVED BY MLP. MLP FURTHER ACKNOWLEDGES AND AGREES THAT: (A) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY THE COMPANY OR ANY OF ITS AFFILIATES, EXPRESS OR IMPLIED, AS TO (I) THE ASSETS HAVE BEEN USED FOR NATURAL GAS AND NATURAL GAS LIQUIDS OPERATIONS AND PHYSICAL CHANGES IN THE ASSETS AND IN THE LANDS BURDENED THEREBY MAY HAVE OCCURRED AS A RESULT OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, OR SUCH USES; (II) THE LIABILITIESASSETS MAY INCLUDE BURIED PIPELINES AND OTHER EQUIPMENT, BUSINESS, RESULTS THE LOCATIONS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL WHICH MAY NOT BE KNOWN BY HOLDINGS OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS READILY APPARENT BY A PHYSICAL INSPECTION OF THE COMPANY ASSETS OR ANY SUBSIDIARY OF THE COMPANYLANDS BURDENED THEREBY; (III) MLP SHALL HAVE INSPECTED PRIOR TO CLOSING, OR SHALL BE DEEMED TO HAVE WAIVED ITS RIGHTS TO INSPECT, THE ASSETS AND THE ASSOCIATED PREMISES, AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, AND THAT IN MAKING ITS DECISION MLP SHALL, SUBJECT TO ENTER INTO THE OTHER PROVISIONS OF THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE AGREEMENT, ACCEPT ALL OF THE SHARESSAME IN THEIR “AS IS, WHERE IS” CONDITION AND STATE OF REPAIR, AND WITH ALL FAULTS AND DEFECTS, INCLUDING, BUT NOT LIMITED TO, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING PRESENCE OF MAN-MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY OR ANY AFFILIATES OF THE COMPANY, (C) NEITHER THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS MADE, MATERIAL FIBERS AND THE PURCHASER HEREBY PRESENCE, RELEASE OR DISPOSAL OF HAZARDOUS MATERIALS. EXCEPT AS EXPRESSLY DISCLAIMS AND NEGATESSET OUT IN THIS AGREEMENT, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER HOLDINGS MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY IMPLIED OR IMPLIEDSTATUTORY, RELATING AS TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (DA) THE COMPANY MAKES NO REPRESENTATIONS ACCURACY OR WARRANTIES COMPLETENESS OF ANY DATA OR RECORDS DELIVERED TO MLP WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION)SUBJECT INTERESTS, THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS ATINCLUDING, ONWITHOUT LIMITATION, UNDER OR FROM ANY PORTION DESCRIPTION OF THE ASSETS SUBJECT INTERESTS, PRICING ASSUMPTIONS, QUALITY OR QUANTITY OF THE COMPANY SUBJECT INTERESTS, FREEDOM FROM PATENT OR ANY SUBSIDIARY TRADEMARK INFRINGEMENT OR (B) FUTURE VOLUMES OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS HYDROCARBONS OR OTHER STATUTESPRODUCTS TRANSPORTED, LAWSTREATED, CODESSTORED OR PROCESSED THROUGH OR AT THE ASSETS. With respect to any projection or forecast delivered by or on behalf of HOLDINGS, ORDINANCESMIDSTREAM or their Affiliates to MLP, REGULATIONS OR REQUIREMENTSMLP acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITS(ii) MLP is familiar with such uncertainties, (iii) MLP is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts furnished to MLP and (iv) MLP will not have a claim against HOLDINGS, MIDSTREAM or any of their advisors or Affiliates with respect to such projections or forecasts.

Independent Investigation. (a) Buyer acknowledges and affirms that (a) it has had full access to the extent it deems useful or necessary to all information and materials made available by the Company and the Sellers and their representatives during the course of Buyer’s due diligence investigation of the Company, and (b) it has had access to the personnel, officers, professional advisors, operations and records of the Company. As of the Closing, Buyer will have completed its independent investigation, verification, analysis, review and evaluation of this Agreement, the Business and the Company, as Buyer has deemed necessary or appropriate. EXCEPT FOR THE REPRESENTATIONS REPRESENTATIONS, WARRANTIES AND WARRANTIES COVENANTS EXPRESSLY MADE BY THE COMPANY SELLERS IN THIS AGREEMENTAGREEMENT OR IN ANY CERTIFICATE OR AGREEMENT DELIVERED BY A SELLER TO BUYER IN CONNECTION WITH THIS AGREEMENT AND EXCEPT FOR ANY FRAUD OR INTENTIONAL MISREPRESENTATION, THE PURCHASER BUYER ACKNOWLEDGES AND AGREES THAT: THAT (Aa) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY THE COMPANY OR ANY OF ITS AFFILIATESSELLERS, EXPRESS OR IMPLIED, AS TO (Ii) THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY’S ASSETS, OR (IIii) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYBUSINESS, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE PURCHASED SHARES, THE PURCHASER BUYER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (Bb) THE COMPANY DISCLAIMS SELLERS DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER BUYER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO BUYER BY THE PURCHASER BY SELLERS OR ON BEHALF OF THE COMPANY OR ANY OF THEIR AFFILIATES OF (INCLUDING ANY BACKCAST DATA OR MODELS PROVIDED BY THE COMPANY, WHICH HAVE BEEN PROVIDED FOR ILLUSTRATION PURPOSES ONLY); (Cc) NEITHER THE COMPANY SELLERS NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS THEIR AFFILIATES HAVE MADE, AND THE PURCHASER SELLERS HEREBY EXPRESSLY DISCLAIMS DISCLAIM AND NEGATESNEGATE, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYITS ASSETS; AND (Dd) THE COMPANY MAKES SELLERS MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, ON OR UNDER OR FROM ANY PORTION OF THE PROPERTIES OR OTHER ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS LAWS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD)) OR ANY OTHER AUTHORIZATIONS. Notwithstanding anything to the contrary in this Agreement, OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITSnothing in this Agreement shall limit or restrict a party’s right to maintain or recover amounts in connection with fraud or intentional misrepresentation by another party.

Independent Investigation. In making the decision to enter into this Agreement and consummate the contemplated transactions, Buyer has relied upon its own independent due diligence investigations and inspection of the assets of the Seller , and on the representations, warranties, covenants and undertakings of Sellers in this Agreement. BUYER ACKNOWLEDGES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS EXPRESSLY MADE BY THE COMPANY SET OUT IN THIS AGREEMENT, THE PURCHASER ACKNOWLEDGES AND AGREES THAT: (A) THERE ARE NO REPRESENTATIONSSELLERS HAVE NOT MADE ANY REPRESENTATION, WARRANTIESWARRANTY OR COVENANT OF ANY KIND OR NATURE, STATEMENTSEXPRESS, ASSURANCES IMPLIED OR GUARANTEES MADE STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MARKETABILITY, QUALITY, CONDITION, CONFORMITY TO SAMPLES, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE, EXCEPT AS OTHERWISE SET OUT IN THIS AGREEMENT, EXPRESSLY DISCLAIMED BY THE COMPANY SELLERS . EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, SELLERS DO NOT MAKE ANY REPRESENTATION, COVENANT OR ANY OF ITS AFFILIATESWARRANTY, EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, AS TO (IA) THE ASSETS ACCURACY OR COMPLETENESS OF ANY RECORDS DELIVERED TO BUYER WITH RESPECT TO THE COMPANY ASSETS, PROVIDED THAT THE DISCLAIMER SET FORTH IN THIS CLAUSE (A) IS NOT INTENDED TO EXTEND TO THE SCHEDULES TO THIS AGREEMENT OR ANY SUBSIDIARY OF THE COMPANYTO FRAUD OR INTENTIONAL MISREPRESENTATION, OR (II) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARES, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT FUTURE BUSINESS OR INFORMATION ORALLY EVENT. WITH RESPECT TO ANY PROJECTION OR IN WRITING MADE OR COMMUNICATED FORECAST DELIVERED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BUYER BY OR ON BEHALF OF THE COMPANY SELLERS OR ANY AFFILIATES OF THEIR AFFILIATES, BUYER ACKNOWLEDGES THAT (I) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, (II) BUYER IS FAMILIAR WITH SUCH UNCERTAINTIES, AND (III) BUYER IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE COMPANY, (C) NEITHER THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE ADEQUACY AND ACCURACY OF THE COMPANY HAS MADE, ALL SUCH PROJECTIONS AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (D) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITSFORECASTS FURNISHED.

Independent Investigation. EXCEPT COMPANY AND CUSTOMER ACKNOWLEDGE THEY HAVE READ THIS AGREEMENT AND UNDERSTAND AND ACCEPT THE TERMS, CONDITIONS, AND COVENANTS CONTAINED HEREIN. CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT COMPANY MAY AT ANY TIME ALSO BE ENGAGED DIRECTLY OR INDIRECTLY THROUGH OTHER DEALERS, OR OUTLETS OF ANY KIND, IN SOLICITING POTENTIAL PURCHASERS FOR THE REPRESENTATIONS SERVICE OR OTHER SERVICES OR PRODUCTS OR FOR THE SALE, LEASE, INSTALLATION, REPAIR, OR SERVICING OF EQUIPMENT IN THE AREA. CUSTOMER ALSO ACKNOWLEDGES AND WARRANTIES EXPRESSLY UNDERSTANDS THAT COMPANY MAY SELL THE SERVICE TO OTHERS WHO MAY RESELL IT. CUSTOMER HAS INDEPENDENTLY INVESTIGATED THE WIRELESS SERVICE OR EQUIPMENT SALE/LEASING BUSINESS AND THE PROFITABILITY (IF ANY) AND RISKS THEREOF AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OF COMPANY OTHER THAN AS SET FORTH IN THIS AGREEMENT. IN PARTICULAR, CUSTOMER ACKNOWLEDGES THAT COMPANY DOES NOT REPRESENT: (a) CUSTOMER'S CHANCES FOR SUCCESS IN SELLING SERVICE UNDER THIS AGREEMENT; (b) THE TOTAL INVESTMENT CUSTOMER MAY NEED TO MAKE TO OPERATE UNDER THIS AGREEMENT (COMPANY DOES NOT KNOW THE AMOUNT OF THE TOTAL INVESTMENT THAT MAY BE REQUIRED FOR THIS PURPOSE); OR (c) THAT IT WILL LIMIT ITS EFFORTS TO SELL SERVICE OR ESTABLISH OTHER RESELLING CUSTOMERS IN THE AREA. CUSTOMER ALSO ACKNOWLEDGES THAT COMPANY DOES NOT REPRESENT THAT: (a) COMPANY WILL PROVIDE LOCATIONS OR ASSIST CUSTOMER TO FIND LOCATIONS TO PROMOTE THE SALE OF SERVICE UNDER THIS AGREEMENT; (b) COMPANY WILL PURCHASE ANY PRODUCTS MADE BY CUSTOMER THAT ARE IN ANY WAY ASSOCIATED WITH THE SERVICE SOLD BY CUSTOMER UNDER THIS AGREEMENT; (c) THE AMOUNT OF PROFITS, NET OR GROSS, THAT CUSTOMER CAN EXPECT FROM ITS OPERATIONS UNDER THIS AGREEMENT OR THAT CUSTOMER WILL DERIVE INCOME FROM THE SALE OF COMPANY'S SERVICES UNDER THIS AGREEMENT, OR COMPANY WILL REFUND ANY PAYMENTS MADE BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT EXCEPT AS OTHERWISE PROVIDED HEREIN; OR (d) COMPANY WILL PROVIDE A SALES OR MARKETING PROGRAM THAT WILL ENABLE CUSTOMER TO DERIVE INCOME UNDER THIS AGREEMENT. CUSTOMER FURTHER ACKNOWLEDGES THAT, EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE PURCHASER ACKNOWLEDGES AND AGREES THATCOMPANY DOES NOT MAKE ANY REPRESENTATIONS REGARDING: (A) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY THE COMPANY OR ANY OF ITS AFFILIATES, EXPRESS OR IMPLIED, AS TO (Ia) THE ASSETS QUANTITY OR QUALITY OF SERVICE TO BE SOLD BY CUSTOMER; (b) THE PROVISION BY COMPANY TO CUSTOMER OF TRAINING AND MANAGEMENT ASSISTANCE; (c) THE SIZE (OTHER THAN THE GEOGRAPHIC AREA), CHOICE, POTENTIAL, OR DEMOGRAPHIC NATURE OF THE COMPANY AREA IN WHICH COMPANY'S SERVICE IS AVAILABLE OR ANY SUBSIDIARY THE NUMBER OF OTHER DEALERS OR RESELLERS THAT ARE OR MAY IN THE COMPANYFUTURE OPERATE IN THAT AREA; (d) THE TERMINATION, TRANSFER, OR RENEWAL PROVISIONS OF THIS AGREEMENT OTHER THAN AS SET FORTH IN THE AGREEMENT; OR (IIe) THE LIABILITIES, BUSINESS, RESULTS SPONSORSHIP OR PARTICIPATION OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL A PRIMARY MARKETER OF TRADEMARK PRODUCTS OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, AND THAT SERVICES IN MAKING ITS DECISION TO ENTER INTO CUSTOMER'S OPERATIONS UNDER THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARESOTHER THAN AS MAY BE SET FORTH IN THIS AGREEMENT. CUSTOMER ACKNOWLEDGES THAT IT UNDERSTANDS THAT IT WILL NOT OBTAIN ANY EXCLUSIVE RIGHTS UNDER THIS AGREEMENT, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY OR ANY AFFILIATES OF THE COMPANY, (C) NEITHER THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS MADE, AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (D) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES EITHER WITH RESPECT TO A TERRITORY OR OTHERWISE, AND UNDERSTANDS THAT COMPANY MAY APPOINT OTHER DEALERS OR RESELLERS IN THE USE AREA AFFECTED BY THIS AGREEMENT. CUSTOMER ALSO ACKNOWLEDGES THAT COMPANY CANNOT CALCULATE IN ADVANCE THE TOTAL AMOUNT THAT CUSTOMER MUST PAY TO COMPANY UNDER THIS AGREEMENT AS THAT AMOUNT DEPENDS ON THE QUANTITY OF SERVICE THAT CUSTOMER'S END USERS PURCHASE. COMPANY ACKNOWLEDGES THAT CUSTOMER MAY AT ANY TIME SOLICIT POTENTIAL PURCHASERS FOR WIRELESS TELEPHONE SERVICE PROVIDED BY CUSTOMER DIRECTLY OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE INDIRECTLY THROUGH BUSINESS RELATIONSHIPS WITH ENTITIES COMPETING WITH COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITS.

Independent Investigation. EXCEPT FOR BUYER ACKNOWLEDGES AND AGREES THAT IT (A) HAS MADE ITS OWN INQUIRY AND INVESTIGATION INTO, AND, BASED THEREON, HAS FORMED AN INDEPENDENT JUDGMENT CONCERNING, SELLER, THE REPRESENTATIONS ACQUIRED COMPANIES, THE BUSINESS AND WARRANTIES EXPRESSLY MADE THE TRANSACTIONS CONTEMPLATED BY THE COMPANY IN THIS AGREEMENT, AND (B) HAS BEEN FURNISHED WITH, OR GIVEN ADEQUATE ACCESS TO, SUCH INFORMATION ABOUT THE PURCHASER ACQUIRED COMPANIES, THE BUSINESS AND ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AS IT HAS REQUESTED. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT: THAT (AI) THERE ARE NO THE ONLY REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES COVENANTS AND AGREEMENTS MADE BY THE COMPANY OR ANY OF SELLER AND ITS AFFILIATES, EXPRESS OR IMPLIEDINCLUDING THE GUARANTOR, AS TO (I) ARE THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYREPRESENTATIONS, OR (II) THE LIABILITIESWARRANTIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COVENANTS AND THAT AGREEMENTS MADE IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE IN ANY CERTIFICATE DELIVERED AT THE PURCHASE OF THE SHARESCLOSING, THE PURCHASER AND BUYER HAS NOT RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT REPRESENTATIONS OR OTHER INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER SUPPLIED BY OR ON BEHALF OF SELLER, THE COMPANY GUARANTOR OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, INCLUDING ANY INFORMATION PROVIDED BY OR THROUGH THEIR FINANCIAL ADVISORS OR ATTORNEYS, OR MANAGEMENT PRESENTATIONS, DATA ROOMS OR OTHER DUE DILIGENCE INFORMATION, AND THAT BUYER WILL NOT HAVE ANY RIGHT OR REMEDY ARISING OUT OF ANY SUCH REPRESENTATION OR OTHER INFORMATION, AND (II) ANY CLAIMS THAT BUYER MAY HAVE FOR BREACH OF ANY REPRESENTATION OR WARRANTY SHALL BE BASED SOLELY ON THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE III AND ARTICLE IV AND IN ANY CERTIFICATE DELIVERED AT THE CLOSING (EACH AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULES). WITHOUT LIMITING THE GENERALITY OF THE COMPANYFOREGOING, (C) NEITHER BUYER ACKNOWLEDGES, ON BEHALF OF ITSELF AND ITS AFFILIATES, THAT NONE OF SELLER, THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS MADE, AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OF THE COMPANY GUARANTOR OR ANY SUBSIDIARY OF THE COMPANY; AND (D) THE COMPANY THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES MAKES NO ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE (X) ANY PROJECTION, ESTIMATE OR BUDGET DELIVERED OR MADE AVAILABLE TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS OR FUTURE FINANCIAL CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION)ANY COMPONENT THEREOF) OF THE BUSINESS OR THE ACQUIRED COMPANIES OR (Y) ANY OTHER INFORMATION OR DOCUMENTS MADE AVAILABLE TO BUYER OR ITS REPRESENTATIVES WITH RESPECT TO THE BUSINESS, THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS ATACQUIRED COMPANIES, ONSELLER AND THE GUARANTOR, UNDER OR FROM ANY PORTION OF THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE III AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITSARTICLE IV.

Independent Investigation. EXCEPT FOR (a) BUYER HAS CONDUCTED ITS OWN INDEPENDENT INVESTIGATION, REVIEW AND ANALYSIS OF THE REPRESENTATIONS BUSINESS, RESULTS OF OPERATIONS, PROSPECTS, CONDITION (FINANCIAL OR OTHERWISE), SHARES, LIABILITIES AND WARRANTIES EXPRESSLY MADE BY ASSETS OF THE COMPANY, AND ACKNOWLEDGES THAT IT HAS BEEN PROVIDED ADEQUATE ACCESS TO THE PERSONNEL, PROPERTIES, ASSETS, PREMISES, BOOKS AND RECORDS, AND OTHER DOCUMENTS AND DATA OF SELLERS AND THE COMPANY IN THIS AGREEMENT, THE PURCHASER FOR SUCH PURPOSE. BUYER ACKNOWLEDGES AND AGREES THAT: (A) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY THE COMPANY OR ANY OF ITS AFFILIATES, EXPRESS OR IMPLIED, AS TO (I) THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, OR (II) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AGREEMENT, TO PURCHASE THE SHARES AND TO CONSUMMATE THE PURCHASE OF THE SHARESTRANSACTIONS CONTEMPLATED HEREBY, THE PURCHASER BUYER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS INVESTIGATION AND EVALUATION; (B) THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR SELLERS SET FORTH IN THIS AGREEMENT (INCLUDING THE RELATED PORTIONS OF THE DISCLOSURE LETTER) AND THE CERTIFICATES AND OTHER DOCUMENTS AND AGREEMENTS DELIVERED BY OR ON BEHALF OF THE COMPANY AND THE SELLERS PURSUANT TO THIS AGREEMENT, AND IS NOT RELYING ON THE ACCURACY OR COMPLETENESS OF ANY OTHER REPRESENTATIONINFORMATION, WARRANTYMATERIALS, STATEMENT REPRESENTATIONS OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN WARRANTIES PROVIDED TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY OR SELLERS INCLUDING ANY AFFILIATES INFORMATION CONTAINED IN THE DATA ROOM OR OTHER INFORMATION DELIVERED IN CONNECTION WITH BUYER’S DUE DILIGENCE; AND (B) NONE OF SELLERS, THE COMPANY OR ANY OTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY AS TO THE SHARES (OR BUYER’S PURCHASE THEREOF), SELLERS, THE COMPANY OR THIS AGREEMENT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT (INCLUDING THE RELATED PORTIONS OF THE DISCLOSURE LETTER) OR ANY CERTIFICATE OR OTHER DOCUMENT OR AGREEMENT DELIVERED BY OR ON BEHALF OF THE COMPANY, (C) NEITHER THE COMPANY NOR STOCKHOLDER REPRESENTATIVE OR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS MADE, AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY SELLERS PURSUANT TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (D) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITSTHIS AGREEMENT.

Independent Investigation. DCP is knowledgeable in the business of owning and operating propane facilities and has had access to the Assets, the representatives of HOLDINGS and its Affiliates, and to the records of HOLDINGS and its Affiliates with respect to the Assets. DCP ACKNOWLEDGES THAT THE ASSETS ARE IN THEIR "AS IS, WHERE IS" CONDITION AND STATE OF REPAIR, AND WITH ALL FAULTS AND DEFECTS, AND THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS EXPRESSLY MADE BY THE COMPANY SET OUT IN THIS AGREEMENT, THE PURCHASER HOLDINGS HAS MADE NO REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MARKETABILITY, QUALITY, CONDITION, CONFORMITY TO SAMPLES, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY HOLDINGS AND EXCEPT AS SET FORTH IN THIS AGREEMENT, WAIVED BY DCP. DCP FURTHER ACKNOWLEDGES AND AGREES THAT: (A) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY THE COMPANY OR ANY OF ITS AFFILIATES, EXPRESS OR IMPLIED, AS TO (I) THE ASSETS HAVE BEEN USED FOR PROPANE OPERATIONS AND PHYSICAL CHANGES IN THE ASSETS AND IN THE LANDS BURDENED THEREBY MAY HAVE OCCURRED AS A RESULT OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, OR SUCH USES; (II) THE LIABILITIESASSETS MAY INCLUDE BURIED PIPELINES AND OTHER EQUIPMENT, BUSINESS, RESULTS THE LOCATIONS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL WHICH MAY NOT BE KNOWN BY HOLDINGS OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS READILY APPARENT BY A PHYSICAL INSPECTION OF THE COMPANY ASSETS OR ANY SUBSIDIARY OF THE COMPANYLANDS BURDENED THEREBY; (III) DCP SHALL HAVE INSPECTED PRIOR TO CLOSING, OR SHALL BE DEEMED TO HAVE WAIVED ITS RIGHTS TO INSPECT, THE ASSETS AND THE ASSOCIATED PREMISES, AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, AND THAT IN MAKING ITS DECISION DCP SHALL, SUBJECT TO ENTER INTO THE OTHER PROVISIONS OF THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE AGREEMENT, ACCEPT ALL OF THE SHARESSAME IN THEIR "AS IS, WHERE IS" CONDITION AND STATE OF REPAIR, AND WITH ALL FAULTS AND DEFECTS, INCLUDING, BUT NOT LIMITED TO, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING PRESENCE OF MAN-MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY OR ANY AFFILIATES OF THE COMPANY, (C) NEITHER THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS MADE, MATERIAL FIBERS AND THE PURCHASER HEREBY PRESENCE, RELEASE OR DISPOSAL OF HAZARDOUS MATERIALS. EXCEPT AS EXPRESSLY DISCLAIMS AND NEGATESSET OUT IN THIS AGREEMENT, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER HOLDINGS MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY IMPLIED OR IMPLIEDSTATUTORY, RELATING AS TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (DA) THE COMPANY MAKES NO REPRESENTATIONS ACCURACY OR WARRANTIES COMPLETENESS OF ANY DATA OR RECORDS DELIVERED TO DCP WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION)INTERESTS, THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS ATINCLUDING, ONWITHOUT LIMITATION, UNDER OR FROM ANY PORTION DESCRIPTION OF THE ASSETS INTERESTS, PRICING ASSUMPTIONS, QUALITY OR QUANTITY OF THE COMPANY INTERESTS, FREEDOM FROM PATENT OR ANY SUBSIDIARY TRADEMARK INFRINGEMENT OR (B) FUTURE VOLUMES OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS HYDROCARBONS OR OTHER STATUTESPRODUCTS TRANSPORTED, LAWSTREATED, CODESSTORED OR PROCESSED THROUGH OR AT THE ASSETS. With respect to any projection or forecast delivered by or on behalf of HOLDINGS or its Affiliates to DCP, ORDINANCESDCP acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, REGULATIONS OR REQUIREMENTS(ii) DCP is familiar with such uncertainties, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITS(iii) DCP is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts furnished to DCP and (iv) DCP will not have a claim against HOLDINGS or any of its advisors or Affiliates with respect to such projections or forecasts.

Independent Investigation. As of the Closing, Buyer will have completed its independent investigation, verification, analysis, review and evaluation of this Agreement, the Related Agreements, the properties and assets of the Companies and the Lion Shares, as Buyer has deemed necessary or appropriate. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY IN OR PURSUANT TO THIS AGREEMENT OR THE COMPANY IN THIS AGREEMENTRELATED AGREEMENTS, THE PURCHASER BUYER ACKNOWLEDGES AND AGREES THAT: (Ai) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY THE COMPANY OR ANY ON BEHALF OF ITS AFFILIATESSELLER OR LION, EXPRESS OR IMPLIED, AS TO (IA) THE PROPERTIES OR ASSETS OF THE COMPANY COMPANIES OR ANY SUBSIDIARY OF THE COMPANY, LION SHARES OR (IIB) THE LIABILITIESOBLIGATIONS, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYBUSINESS, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE LION SHARES, THE PURCHASER BUYER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (Bii) THE COMPANY DISCLAIMS SELLER AND LION DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER BUYER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BUYER BY SELLER OR ON BEHALF OF THE COMPANY LION OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING ANY BACKCAST DATA OR MODELS PROVIDED BY SELLER OR LION, WHICH HAVE BEEN PROVIDED FOR ILLUSTRATION PURPOSES ONLY, ANY CORRESPONDENCE FROM SELLER OR LION OR ANY OF THEIR RESPECTIVE AFFILIATES, ANY PRESENTATION BY THE COMPANYMANAGEMENT OF SELLER OR LION OR ANY OF THEIR RESPECTIVE AFFILIATES AND ANY INFORMATION, DOCUMENT OR MATERIAL PROVIDED OR MADE AVAILABLE TO BUYER, OR STATEMENTS MADE TO BUYER DURING SITE OR OFFICE VISITS, IN ANY DATAROOMS OR MANAGEMENT PRESENTATIONS); (Ciii) NEITHER THE COMPANY SELLER NOR LION NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY THEIR RESPECTIVE AFFILIATES HAS MADE, AND THE PURCHASER SELLER AND LION EACH HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO ANY OF THE PROPERTIES OR ASSETS OF THE COMPANY COMPANIES OR ANY SUBSIDIARY OF THE COMPANYBUSINESS; AND (Div) THE COMPANY NEITHER SELLER NOR LION MAKES NO ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS SUBSTANCES AT, ON, UNDER OR FROM ADJACENT TO ANY PORTION OF THE PROPERTIES OR ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYCOMPANIES, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITSAUTHORIZATIONS; provided, however, the provisions of this Section 6.5 shall not limit, alter or waive any claims for fraud in the negotiation or execution of this Agreement.

Independent Investigation. As of the Closing, the Buyer Parties will have completed their independent investigation, verification, analysis, review and evaluation of this Agreement, the Related Agreements, the Business, the properties and assets of the Acquired Entities and the Acquired Interests, as the Buyer Parties have deemed necessary or appropriate. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY IN OR PURSUANT TO THIS AGREEMENT OR THE COMPANY IN THIS AGREEMENTRELATED AGREEMENTS, THE PURCHASER EACH BUYER PARTY ACKNOWLEDGES AND AGREES THAT: (A) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY THE COMPANY OR ANY ON BEHALF OF ITS AFFILIATESSELLER, EXPRESS OR IMPLIED, AS TO (I) THE PROPERTIES OR ASSETS OF THE COMPANY ACQUIRED ENTITIES OR ANY SUBSIDIARY OF THE COMPANY, ACQUIRED INTERESTS OR (II) THE LIABILITIESOBLIGATIONS, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYBUSINESS, AND THAT IN MAKING ITS THEIR DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE CONTEMPLATED TRANSACTIONS, INCLUDING THE PURCHASE OF THE SHARESACQUIRED INTERESTS, THE PURCHASER HAS BUYER PARTIES HAVE RELIED AND WILL RELY SOLELY UPON ITS THEIR OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY SELLER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER ANY BUYER PARTY OR ANY OF THEIR RESPECTIVE REPRESENTATIVES INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER SUCH BUYER PARTY OR ITS RESPECTIVE REPRESENTATIVES BY OR ON BEHALF OF THE COMPANY SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY MODELS PROVIDED BY SELLER, WHICH HAVE BEEN PROVIDED FOR ILLUSTRATION PURPOSES ONLY, ANY CORRESPONDENCE FROM SELLER OR ANY OF ITS AFFILIATES, ANY PRESENTATION BY THE COMPANYMANAGEMENT OF SELLER OR THE ACQUIRED ENTITIES OR ANY OF THEIR RESPECTIVE AFFILIATES AND ANY INFORMATION, (C) DOCUMENT OR MATERIAL PROVIDED OR MADE AVAILABLE TO ANY BUYER PARTY OR ANY OF THEIR RESPECTIVE REPRESENTATIVES, INCLUDING ANY VIRTUAL DATAROOM OR FILE TRANSFER SERVICES, OR STATEMENTS MADE TO ANY BUYER PARTY OR ANY OF THEIR RESPECTIVE REPRESENTATIVES DURING SITE OR OFFICE VISITS, IN ANY DATAROOMS OR MANAGEMENT PRESENTATIONS); NEITHER THE COMPANY SELLER NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY ITS RESPECTIVE AFFILIATES HAS MADE, AND THE PURCHASER SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO ANY OF THE PROPERTIES OR ASSETS OF THE COMPANY ACQUIRED ENTITIES OR ANY SUBSIDIARY OF THE COMPANYBUSINESS; AND (D) THE COMPANY MAKES NO SELLER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE Equity Purchase Agreement OR ABSENCE OF HAZARDOUS MATERIALS SUBSTANCES AT, ON, UNDER OR FROM ADJACENT TO ANY PORTION OF THE PROPERTIES OR ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYACQUIRED ENTITIES, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITSAUTHORIZATIONS; provided the provisions of this Section 6.5 shall not limit, alter or waive any claims for fraud, willful misconduct or misrepresentation.

Independent Investigation. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN THIS AGREEMENT, THE PURCHASER ACKNOWLEDGES AND AGREES THAT: THAT (A) THERE ARE NO REPRESENTATIONSIT HAS MADE ITS OWN INDEPENDENT EXAMINATION, WARRANTIESINVESTIGATION, STATEMENTSANALYSIS AND EVALUATION OF THE BUSINESS, ASSURANCES OR GUARANTEES MADE BY THE COMPANY OR ANY OF ITS AFFILIATES, EXPRESS OR IMPLIED, AS TO (I) THE ASSETS OF GROUP INTERESTS AND THE COMPANY OR ANY SUBSIDIARY OF THE COMPANYGROUP’S ASSETS, OR (II) THE LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION FINANCIAL CONDITION, TECHNOLOGY AND PROSPECTS; (FINANCIALB) IT HAS BEEN PROVIDED ACCESS TO PERSONNEL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS PROPERTIES, PREMISES AND RECORDS OF THE COMPANY GROUP FOR SUCH PURPOSE AND HAS RECEIVED AND REVIEWED SUCH INFORMATION AND HAS HAD A REASONABLE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS RELATING TO SUCH MATTERS AS IT DEEMED NECESSARY OR APPROPRIATE TO CONSUMMATE THE TRANSACTIONS; (C) IT HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT IT IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF AN ACQUISITION OF THE PURCHASED INTERESTS AND AN INVESTMENT IN THE COMPANY GROUP; (D) THE SELLER AND THE COMPANY GROUP HAVE DELIVERED OR MADE AVAILABLE TO THE PURCHASER OR ITS AFFILIATES OR REPRESENTATIVES, AS APPLICABLE, ALL INFORMATION WHICH THE PURCHASER OR ANY SUBSIDIARY SUCH AFFILIATES OR REPRESENTATIVES HAVE REQUESTED FOR THE PURPOSE OF THE COMPANY, AND THAT IN MAKING ITS DECISION DECIDING WHETHER OR NOT TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OTHER TRANSACTION DOCUMENTS; (E) IT HAS RELIED SOLELY ON ITS OWN INVESTIGATION AND ANALYSIS AND THE REPRESENTATIONS AND WARRANTIES OF THE SHARESSELLER EXPRESSLY CONTAINED IN Article III AND Article IV, THE CERTIFICATE DELIVERED PURSUANT TO SECTION 7.03, AND ANY OTHER TRANSACTION DOCUMENT; AND (F) (I) NO REPRESENTATION OR WARRANTY HAS BEEN OR IS BEING MADE BY THE SELLER OR ANY OTHER PERSON AS TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES AND (II) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE ESTIMATES, PROJECTIONS, FORECASTS, PLANS, BUDGETS AND SIMILAR MATERIALS AND INFORMATION, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON IS FAMILIAR WITH SUCH UNCERTAINTIES, THE PURCHASER IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN INDEPENDENT INVESTIGATIONEVALUATIONS OF THE ADEQUACY AND ACCURACY OF ANY AND ALL ESTIMATES, VERIFICATIONPROJECTIONS, ANALYSIS FORECASTS, PLANS, BUDGETS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT MATERIALS OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH THAT MAY HAVE BEEN PROVIDED DELIVERED OR MADE AVAILABLE TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY IT OR ANY AFFILIATES OF THE COMPANY, (C) NEITHER THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS MADE, ITS REPRESENTATIVES AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED HAS NOT RELIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (D) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR WILL NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITSRELY ON SUCH INFORMATION.

Independent Investigation. EXCEPT RESELLER ACKNOWLEDGES IT HAS READ THIS AGREEMENT AND UNDERSTANDS AND ACCEPTS THE TERMS, CONDITIONS AND COVENANTS CONTAINED HEREIN AS BEING REASONABLY NECESSARY TO MAINTAIN ROGERS' HIGH STANDARDS FOR THE REPRESENTATIONS ROGERS SERVICES. RESELLER ACKNOWLEDGES AND WARRANTIES EXPRESSLY MADE BY UNDERSTANDS THAT ROGERS MAY AT ANY TIME ALSO BE ENGAGED DIRECTLY OR INDIRECTLY THROUGH OTHER DEALERS, OR OUTLETS OF ANY KIND, IN SOLICITING POTENTIAL CUSTOMERS FOR THE COMPANY ROGERS SERVICES. RESELLER ALSO ACKNOWLEDGES AND UNDERSTANDS THAT ROGERS MAY SELL THE ROGERS SERVICES TO OTHERS WHO MAY RESELL IT. RESELLER HAS INDEPENDENTLY INVESTIGATED THE ROGERS SERVICES OR EQUIPMENT AND THE PROFITABILITY (IF ANY) AND RISKS THEREOF AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OF ROGERS OTHER THAN AS SET FORTH IN THIS AGREEMENT. IN PARTICULAR, RESELLER ACKNOWLEDGES THAT ROGERS HAS NOT REPRESENTED: (a) RESELLER'S PROSPECTS OR CHANCES FOR SUCCESS SELLING THE PURCHASER ROGERS SERVICES UNDER THIS AGREEMENT; (b) THE TOTAL INVESTMENT THAT RESELLER MAY NEED TO MAKE TO OPERATE UNDER THIS AGREEMENT (ROGERS DOES NOT KNOW THE AMOUNT OF THE TOTAL INVESTMENT THAT MAY BE REQUIRED FOR THIS PURPOSE); OR (c) THAT ROGERS WILL LIMIT ITS EFFORTS TO SELL THE ROGERS SERVICES OR ESTABLISH OTHER RESELLERS. RESELLER ALSO ACKNOWLEDGES AND AGREES THAT ROGERS HAS NOT REPRESENTED TO IT THAT: (Aa) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES ROGERS WILL PROVIDE LOCATIONS OR GUARANTEES ASSIST RESELLER TO FIND LOCATIONS TO PROMOTE THE SALE OF THE ROGERS SERVICE UNDER THIS AGREEMENT; (b) ROGERS WILL PURCHASE ANY PRODUCTS MADE BY RESELLER THAT ARE IN ANY WAY ASSOCIATED WITH THE COMPANY ROGERS SERVICES SOLD BY RESELLER UNDER THIS AGREEMENT; (c) RESELLER WILL DERIVE INCOME FROM THE SALE OF THE ROGERS SERVICE XXXXXX THIS AGREEMENT, OR ROGERS WILL REFUND ANY OF ITS AFFILIATES, EXPRESS PAYMENTS MADE BY RESELLER TO ROGERS UNDER THIS AGREEMENT; OR IMPLIED, AS (d) ROGERS WILL PROVIDE A SALES OR MARKETING PROGRAM THAT WILL ENABLE RESELLER TO DERIVE INCOME UNDER THIS AGREEMENT. RESELLER FURTHER ACKNOWLEDGES THAT ROGERS HAS NOT MADE ANY REPRESENTATIONS REGARDING: (Ia) THE ASSETS QUANTITY OR QUALITY OF THE COMPANY ROGERS SERVICES TO BE SOLD BY RESELLER; (b) THE PROVISION BY ROGERS TO RESELLER OF TRAINING AND MANAGEMENT ASSISTANCE; (c) THE AMOUNT OF PROFITS, NET OR ANY SUBSIDIARY GROSS, THAT RESELLER CAN EXPECT FROM ITS OPERATIONS UNDER THIS AGREEMENT; (d) THE SIZE, CHOICE, POTENTIAL, OR DEMOGRAPHIC NATURE OF THE COMPANYAREA IN WHICH THE ROGERS SERVICES IS AVAILABLE OR THE NUMBER OF THE AREAS IN WHICH THE ROGERS SERVICE IS AVAILABLE OR THE NUMBER OF OTHER DEALERS OR RESELLERS THAT ARE OR MAY IN THE FUTURE OPERATE IN THAT AREA; OR (e) THE TERMINATION, TRANSFER, OR (II) THE LIABILITIES, BUSINESS, RESULTS RENEWAL PROVISIONS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARESOTHER THAN AS SET FORTH IN THIS AGREEMENT. RESELLER ACKNOWLEDGES THAT IT UNDERSTANDS THAT IT WILL NOT OBTAIN ANY EXCLUSIVE RIGHTS UNDER THIS AGREEMENT, THE PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY OR ANY AFFILIATES OF THE COMPANY, (C) NEITHER THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE OF THE COMPANY HAS MADE, AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (D) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES EITHER WITH RESPECT TO A TERRITORY OR OTHERWISE, AND UNDERSTANDS THAT ROGERS MAY APPOINT OTHER DEALERS OR RESELLERS IN ANY AREA. RESELLER ALSO ACKNOWLEDGES THAT ROGERS CANNOT CALCULATE IN ADVANCE THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), TOTAL AMOUNT THAT RESELLER MUST PAY TO ROGERS UNDER THIS AGREEMENT AS THAT AMOUNT DEPENDS ON THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION QUANTITY OF THE ASSETS OF ROGERS SERVICES THAT THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITSEND USERS PURCHASE.