Common use of Inspections; No Other Representations Clause in Contracts

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Acquired Assets as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has given the Buyer complete and open access to the key employees, documents and facilities of the Seller with respect to the Acquired Assets. The Buyer agrees, warrants and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation of the Acquired Assets and (b) except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, neither the Seller nor any director, officer, manager, employee, agent, consultant, or representative of the Seller has made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents that, except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired Assets.

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets companies such as the Acquired Assets Transferred Companies, as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has Sellers have given the Buyer complete and open full access to the key employeesEmployees, documents and facilities of the Seller Transferred Companies. Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Buyer agrees to accept the Shares of the Companies and the Subsidiaries and the Purchased Assets in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to the Acquired Assets. The Buyer agreesall matters, warrants and represents that (a) it is purchasing the Acquired Assets without reliance upon any express or implied representations or warranties of any nature made by or on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation behalf of the Acquired Assets and (b) or imputed to Sellers, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that Sellers make no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the MTA, the TSA, Transferred Companies or the Omnibus Transaction Agreement, neither the Seller nor any director, officer, manager, employee, agent, consultant, or representative future business and operations of the Seller has Transferred Companies, (ii) accuracy of any information developed by Sellers' consultants as set forth in those environmental reports relating to certain Real Property or (iii) any other information or documents made any warrantiesavailable to Buyer or its counsel, representations accountants or guarantees, express, implied advisors with respect to the Transferred Companies or statutory, written their respective businesses or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents thatoperations, except as expressly set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired Assets.

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Acquired Purchased Assets as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has Sellers have given the Buyer complete and open access to the Purchased Assets and the key employees, documents and facilities of the Seller Sellers with respect to the Acquired Purchased Assets. The Buyer agrees, warrants and represents that (a) it Buyer is purchasing the Acquired Purchased Assets on an “AS IS,” “WHERE IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation of the Acquired Purchased Assets (provided, that, it is not intended that by acquiring the Purchased Assets from Sellers on an “AS-IS,” “WHERE-IS” and “WITH ALL FAULTS” basis, the Buyer is releasing or impairing in any way any Possible Defect Claim that Buyer is acquiring as a Purchased Asset hereunder; and (b) except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, neither the Seller Sellers nor any director, officer, manager, employee, agent, consultant, or representative of the Seller has Sellers have made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Purchased Assets, any part of the Acquired Purchased Assets, the financial performance of the Acquired Purchased Assets, or the physical condition of the Acquired Purchased Assets. The Buyer further acknowledges that the consideration for the Acquired Purchased Assets specified in this Agreement has been agreed upon by the Seller Sellers and the Buyer after good-faith arms’ length arms’-length negotiation in light of the Buyer’s agreement to purchase the Acquired Purchased Assets “AS IS,” “WHERE IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents that, except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth in this Agreement (other than Sections 10.2Agreement, 10.3, 12.3, 12.5, and 14), the Seller Sellers hereby disclaims disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the SellerSellers). The Seller makes Sellers make no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired Purchased Assets.

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets businesses such as its acquisition of the Acquired Assets Interests as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has given the Buyer complete and open access to the key employees, documents employees and facilities of the Company Group and acknowledges that it has been provided to access to the documents contained in the virtual dataroom prepared by Seller and hosted by Datasite®. Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Buyer agrees to accept the Interests and the Company Group members in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to the Acquired Assets. The Buyer agreesall matters and hereby disclaims reliance upon any express or implied representations or warranties of any nature made by Seller or any Company Group members or any of their respective Representatives, warrants except for those specifically and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation of the Acquired Assets and (b) except as expressly set forth in this AgreementArticle 3. Buyer specifically acknowledges and agrees to Seller’s and the Company Group members’ express disavowal and disclaimer of any other representations or warranties, whether made by Seller, the MTA, the TSA, Company Group members or the Omnibus Transaction Agreement, neither the Seller nor any director, officer, manager, employee, agent, consultant, of their respective Affiliates or representative of the Seller has made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents that, except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has reliedRepresentatives, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or Buyer, its Affiliates or representatives Representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer Buyer, its Affiliates or Representatives by any director, officer, manager, employee, agent, consultant, Representative or representative Affiliate of the Seller). The Accordingly, Buyer acknowledges and agrees that, without limiting the generality of this Section 4.10, neither Seller makes no nor the Company Group members has made any representation or warranty with respect to any projections or other forecasts and plans. Buyer specifically acknowledges and agrees that except for the representations and warranties contained in Article 3 (as modified by the Seller Disclosure Schedule), none of Seller, the Company Group members or warranties any other Person makes, or has made, any other express or implied representation or warranty with respect to the Buyer regarding Company Group members or the probable success, profitability or value of any of the Acquired Assetstransactions contemplated by this Agreement.

Inspections; No Other Representations. The Buyer Each Holder is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Acquired Assets as transactions contemplated hereunder. The Buyer Each Holder has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer Each Holder acknowledges that the Seller has Company and XxXxxxx Holdings have given the Buyer such Holder complete and open access (to the extent requested by such Holder) to the key employees, employees and documents and facilities of the Seller Company, XxXxxxx Holdings and their respective subsidiaries. Each Holder agrees to the amendment of the Existing Preferred Stock and the issuance of the Common Stock on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the Acquired Assets. The Buyer agreesCompany or XxXxxxx Holdings, warrants and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation of the Acquired Assets and (b) except as expressly set forth in this Agreement, . Without limiting the MTA, the TSA, or the Omnibus Transaction Agreement, neither the Seller nor any director, officer, manager, employee, agent, consultant, or representative generality of the Seller has made any warrantiesforegoing, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further each Holder acknowledges that the consideration for Company and XxXxxxx Holdings make no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light Holder of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Buyer’s agreement Company and XxXxxxx Holdings or the future business and operations of the Company and XxXxxxx Holdings or (ii) any other information or documents made available to purchase such Holder or its advisors with respect to the Acquired Assets “AS IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents thatCompany or XxXxxxx Holdings or their businesses or operations, except as expressly set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired Assets.

Inspections; No Other Representations. The Buyer, for and on behalf of itself and its Affiliates, hereby acknowledges and agrees that, except as expressly provided otherwise in this Agreement, the Purchased Assets are licensed or sold, as applicable, "as is" and "where is" and Buyer is an informed and sophisticated purchaseragrees to accept, and has engaged expert advisorsto cause its applicable Affiliates to accept, experienced the Purchased Assets in the evaluation condition they are in at the Closing Date. Buyer, for and purchase on behalf of property itself and assets such as the Acquired Assets as contemplated hereunder. The Buyer has undertaken such investigation its Affiliates, hereby acknowledges and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has given the Buyer complete and open access to the key employees, documents and facilities of the Seller with respect to the Acquired Assets. The Buyer agrees, warrants and represents agrees that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s Buyer has conducted its own investigation of and due diligence with respect to (i) the Acquired Assets Purchased Assets, (ii) the Products, and (iii) the Contemplated Transactions, and (b) except as expressly set forth in this Agreement, Article 3 (and the MTA, the TSA, or the Omnibus Transaction Agreementrelated portions of Seller's Disclosure Schedules and Exhibits expressly referenced in Article 3), neither the Seller nor any director, officer, manager, employee, agent, consultant, or representative of the Seller other Person has made any warranties, representations representation or guarantees, express, implied warranty (express or statutory, written implied) of any kind (including as to accuracy or oral, respecting completeness) on behalf of Seller or its Affiliates with respect to the Acquired Assets, any part of the Acquired Purchased Assets, the financial Products, the Contemplated Transactions, Seller, its Affiliates or their respective operations and/or any matter relating thereto (including with respect to (i) the future performance of the Acquired Purchased Assets or the Products, (ii) any projections, estimates or budgets delivered or made available to Buyer or any of its Affiliates, or Buyer's or any of its Affiliates' counsel, accountants or advisors of future revenues, future results of operations (or any component thereof), future cash flows, future financial condition (or any component thereof), future business or future operations or (iii) any other information and/or documents delivered or made available to Buyer or any of its Affiliates, or Buyer's or any of its Affiliates' counsel, accountants or advisors, or any omissions therefrom, in all events with respect to the Purchased Assets, the Products, the Contemplated Transactions, Seller, its Affiliates or the physical condition their respective operations, and/or any matter relating thereto (including any information and/or documents delivered or made available during or in connection with Buyer's or any of the Acquired Assets. The Buyer further acknowledges that the consideration its Affiliates' due diligence and any information and/or documents delivered or made available in any "data room")) and Buyer, for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light on behalf of the Buyer’s agreement itself and its Affiliates, hereby expressly disclaims reliance on any representation or warranty (express or implied) of any kind (including as to purchase the Acquired Assets “AS IS” accuracy or completeness) except for those representations and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents that, except as warranties expressly set forth in Article 3 (and the related portions of Seller's Disclosure Schedules and Exhibits expressly referenced in Article 3). Buyer, for and on behalf of itself and its Affiliates, acknowledges and agrees that, in making its decision to enter into this AgreementAgreement and the Contemplated Transactions, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon is relying exclusively on (A) its own investigation of all such mattersindependent investigation, inspection, examination, review, analysis and that determination and (B) the Buyer assumes all risks with respect thereto. Except as representations and warranties expressly set forth in this Agreement Article 3 (other than Sections 10.2, 10.3, 12.3, 12.5, and 14the related portions of Seller's Disclosure Schedules and Exhibits expressly referenced in Article 3), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired Assets.

Inspections; No Other Representations. The Buyer is an informed agrees to accept the Membership Interests and sophisticated purchaserthe Company in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters, and has engaged expert advisors, experienced in the evaluation and purchase without reliance upon any express or implied representations or warranties of property and assets such as the Acquired Assets as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary any nature made by or on behalf of or imputed to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has given the Buyer complete and open access to the key employees, documents and facilities of the Seller with respect to the Acquired Assets. The Buyer agrees, warrants and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation of the Acquired Assets and (b) except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, neither the Seller nor any director, officer, manager, employee, agent, consultant, or representative of the Seller has made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents thatCompany, except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as expressly set forth in this Agreement and the Ancillary Documents to which Seller or the Company is a party. Without limiting the generality of the foregoing, Buyer acknowledges that Seller makes no representation or warranty with respect to (1) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or the future business and operations of the Company, (2) except as expressly set forth in this Agreement and such Ancillary Documents, any other than Sections 10.2information or documents made available to Buyer or its counsel, 10.3accountants or advisors with respect to the Company or the Business, 12.3including without limitation the Casino Lease between the Company and Village Hotel Holdings, 12.5L.L.C., and 14dated May 24, 2001 as amended (the “Current Lease Agreement”), the Seller hereby disclaims all liability License Agreement between Lake at Las Vegas Joint Venture and responsibility for Village Hotel Investors, L.L.C., dated May 24, 2001 (the “License Agreement”), and any representation, warranty, projection, forecast, statement, rights or information made, communicated, or furnished (orally obligations of the Company thereunder or in writingconnection therewith, it being understood and agreed by Buyer that (x) Buyer is solely responsible for establishing all necessary arrangements and agreements relating to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative lease and operation of the Seller). The Casino following the Closing and (y) Seller makes no representations representation or warranties warranty with respect to the Buyer regarding Company’s rights to use the probable successname “Casino MonteLago” following the Closing. IN ADDITION, profitability or value of any of the Acquired AssetsNEITHER SELLER NOR THE COMPANY MAKES ANY REPRESENTATION TO BUYER AS TO THE CONDITION OF THE ASSETS OWNED BY THE COMPANY, ALL OF WHICH WILL BE IN “AS IS, WHERE IS” CONDITION AT THE CLOSING, WITH ALL FAULTS AND, OTHER THAN AS SPECIFIED IN SECTION 3.5(A), WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY REGARDING THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF SUCH ASSETS.

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Acquired Purchased Assets as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has Sellers have given the Buyer complete and open access to the Purchased Assets and the key employees, documents and facilities of the Seller Sellers with respect to the Acquired Purchased Assets. The Buyer agrees, warrants and represents that (a) it Buyer is purchasing the Acquired Purchased Assets on an “AS IS,” “WHERE IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation of the Acquired Purchased Assets and (b) except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, neither the Seller Sellers nor any director, officer, manager, employee, agent, consultant, or representative of the Seller has Sellers have made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Purchased Assets, any part of the Acquired Purchased Assets, the financial performance of the Acquired Purchased Assets, or the physical condition of the Acquired Purchased Assets. The Buyer further acknowledges that the consideration for the Acquired Purchased Assets specified in this Agreement has been agreed upon by the Seller Sellers and the Buyer after good-faith arms’ length arms’-length negotiation in light of the Buyer’s agreement to purchase the Acquired Purchased Assets “AS IS,” “WHERE IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents that, except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth in this Agreement (other than Sections 10.2Agreement, 10.3, 12.3, 12.5, and 14), the Seller Sellers hereby disclaims disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the SellerSellers). The Seller makes Sellers make no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired Purchased Assets.

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Acquired Purchased Assets as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has given the Buyer complete and open access to the key employees, documents and facilities of the Seller with respect Business. Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Notwithstanding anything contained to the Acquired Assets. The contrary in any other provision of this Agreement or any document delivered by Seller in connection herewith, Buyer agreesacknowledges and agrees that Seller is not making any representation or warranty whatsoever, warrants and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation of the Acquired Assets and (b) 45 express, implied, statutory or otherwise, except as expressly set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, neither the Seller nor any director, officer, manager, employee, agent, consultant, or representative of the Seller has made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges and agrees that the consideration for the Acquired Purchased Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets are sold “AS ISas is”, “where is” and “WITH ALL FAULTS.with all faults” The and Buyer agreesagrees to accept the Purchased Assets and the Business in the condition they are in on the Closing Date based on its own inspection, warrants examination and represents thatdetermination with respect to all matters, including environmental matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the MTA, the TSA, Business or the Omnibus Transaction Agreementfuture business and operations of the Business or (ii) any other information or documents made available to Buyer or its counsel, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks accountants or advisors with respect thereto. Except to the Business, except as expressly set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired AssetsAgreement.

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Acquired Shares and the Assets as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has given the Buyer complete and open access to the Assets and the key employees, documents and facilities Facilities of the Seller with respect Business. Buyer will undertake prior to the Acquired Assets. The Buyer agrees, warrants and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own Closing such further investigation of the Acquired Assets and (b) the Business and will request such additional documents and information as it deems necessary. Notwithstanding anything contained to the contrary in any other provision of this Agreement or any document delivered by Seller in connection herewith, Buyer acknowledges and agrees that Seller is not making any representation or warranty whatsoever, express, implied, statutory or otherwise, except as expressly set forth in this Agreement. Buyer acknowledges and agrees that the Assets and Real Property are being acquired “as is”, “where is”, “with all faults” basis and Buyer’s own risk and peril. Buyer agrees to accept the MTAAssets and Real Property and the Business in the condition they are in on the Closing Date based on its own inspection, the TSAexamination and determination with respect to all matters, including environmental matters, and without reliance upon any express or the Omnibus Transaction Agreement, neither the Seller nor any director, officer, manager, employee, agent, consultant, or representative of the Seller has made any warranties, implied representations or guarantees, express, implied warranties of any nature made by or statutory, written on behalf of or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement imputed to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents thatSeller, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that Seller has not made, does not make and expressly disclaims any and all representations and warranties of any kind or character whatsoever, express or implied, oral or written, relating to, concerning or with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the MTA, the TSA, Combined Companies or the Omnibus Transaction AgreementBusiness or the future business and operations of the Combined Companies or the Business or (ii) any other information or documents made available to Buyer or its counsel, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks accountants or advisors with respect thereto. Except to the Combined Companies or the Business except as expressly set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired AssetsAgreement.

Inspections; No Other Representations. The Buyer is an informed hereby acknowledges and sophisticated purchaseragrees that, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Acquired Assets as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has given the Buyer complete and open access to the key employees, documents and facilities of the Seller with respect to the Acquired Assets. The Buyer agrees, warrants and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation of the Acquired Assets and (b) except as set forth expressly provided otherwise in this Agreement, the MTAPurchased Assets are sold “as is” and Buyer agrees to accept, and to cause its applicable Affiliates to accept, the TSA, or Purchased Assets in the Omnibus Transaction Agreement, neither condition they are in on the Seller nor any director, officer, manager, employee, agent, consultant, or representative of the Seller has made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents thatClosing Date, except with respect to the Closing Inventory as set forth specifically provided in this AgreementSection 2.2(c)(i), the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon based on its own investigation of inspection, examination and determination with respect to all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties (express or implied) with respect to the Purchased Assets, the Products and/or the Contemplated Transactions, or any matter relating thereto, except as expressly set forth in Article 3 of this Agreement. Buyer regarding the probable successhereby acknowledges and agrees that Seller makes no representation or warranty (express or implied) with respect to (a) any projections, profitability estimates or value of budgets delivered or made available to Buyer or any of its Affiliates, or Buyer’s or any of its Affiliates’ counsel, accountants or advisors of future revenues, future results of operations (or any component thereof), future cash flows, future financial condition (or any component thereof), future business or future operations or (b) any other information or documents delivered or made available to Buyer or any of its Affiliates, or Buyer’s or any of its Affiliates’ counsel, accountants or advisors, with respect to the Acquired Purchased Assets, the Products and/or the Contemplated Transactions, or any matter relating thereto including, without limitation, any information and/or documents delivered or made available during or in connection with Buyer’s or any of its Affiliates’ due diligence, except as expressly set forth in Article 3 of this Agreement.

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Acquired Purchased Assets as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has given the Buyer complete and open access to the key employees, documents and facilities of the Seller with respect Business. Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Notwithstanding anything contained to the Acquired Assets. The contrary in any other provision of this Agreement or any document delivered by Seller in connection herewith, Buyer agreesacknowledges and agrees that Seller is not making any representation or warranty whatsoever, warrants and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation of the Acquired Assets and (b) express, implied, statutory or otherwise, except as expressly set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, neither the Seller nor any director, officer, manager, employee, agent, consultant, or representative of the Seller has made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges and agrees that the consideration for the Acquired Purchased Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets are sold “AS ISas is”, “where is” and “WITH ALL FAULTS.with all faults” The and Buyer agreesagrees to accept the Purchased Assets and the Business in the condition they are in on the Closing Date based on its own inspection, warrants examination and represents thatdetermination with respect to all matters, including environmental matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the MTA, the TSA, Business or the Omnibus Transaction Agreementfuture business and operations of the Business or (ii) any other information or documents made available to Buyer or its counsel, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks accountants or advisors with respect thereto. Except to the Business, except as expressly set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired AssetsAgreement.

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Acquired Purchased Assets as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has given the Buyer complete and open reasonable access to the key employees, documents and facilities of the Seller with respect Business. Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Notwithstanding anything contained to the Acquired Assets. The contrary in any other provision of this Agreement or any document delivered by Seller in connection herewith, Buyer agreesacknowledges and agrees that Seller is not making any representation or warranty whatsoever, warrants and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation of the Acquired Assets and (b) express, implied, statutory or otherwise, except as expressly set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, neither the Transition Services Agreement and any other certificate delivered hereunder by Seller nor any director, officer, manager, employee, agent, consultant, or representative of the Seller has made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assetsto Buyer at Closing. The Buyer further acknowledges and agrees that the consideration for the Acquired Purchased Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets are sold “AS ISas is,” “where is” and “WITH ALL FAULTS.with all faults” The and Buyer agreesagrees to accept the Purchased Assets and the Business in the condition they are in on the Closing Date based on its own inspection, warrants examination and represents thatdetermination with respect to all matters, including environmental matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller, except as expressly set forth in this Agreement, the MTATransition Services Agreement and any other certificate delivered hereunder by Seller to Buyer at Closing. Without limiting the generality of the foregoing, Buyer acknowledges that Seller makes no representation or warranty with respect to (a) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the TSA, Business or the Omnibus Transaction Agreementfuture business and operations of the Business or (b) any other information or documents made available to Buyer or its counsel, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks accountants or advisors with respect thereto. Except to the Business, except as expressly set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired AssetsAgreement.

Inspections; No Other Representations. The Each of Holdings, Parent, ASCO GP LLC Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Acquired Transferred Assets and the Shares as contemplated hereunder. The Each of Holdings, Parent, ASCO GP LLC and Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Each of Holdings, Parent, ASCO GP LLC and Buyer acknowledges that the Seller has given the Buyer complete and open such party access to the key employees, documents and facilities of the Seller Business. Each of Parent, ASCO GP LLC and Buyer acknowledges and agrees that the Transferred Assets and the Shares are sold “as is” and each of Parent, ASCO GP LLC and Buyer agrees to accept the Transferred Assets and the Business in the condition they are in on the Closing Date based on its own inspection, examination and determination with respect to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller, except as expressly set forth in this Agreement. Without limiting the Acquired Assets. The Buyer agrees, warrants and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation generality of the Acquired Assets foregoing, each of Parent, ASCO GP LLC and Buyer acknowledges that Seller makes no representation or warranty with respect to (bi) any projections, estimates or budgets delivered to or made available to Parent, ASCO GP LLC, Buyer or their Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Business or the future business and operations of the Business or (ii) except as expressly set forth in this Agreement, the MTAany other information or documents made available to Parent, the TSAASCO GP LLC, Buyer or the Omnibus Transaction Agreement, neither the Seller nor any director, officer, manager, employee, agent, consultant, or representative of the Seller has made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents that, except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks their Representatives with respect thereto. Except as set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired AssetsBusiness.

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property businesses such as the Business and assets companies such as the Acquired Assets Companies as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller Parent has given the Buyer complete and open access to the key employees, documents and facilities of the Seller Business and the Acquired Companies. Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Buyer agrees to accept the Sold VS Interests, the Sold GP Interests, the Business and the Acquired Companies in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters. Buyer is not relying (and Buyer has not relied) on any express or implied representations or warranties of any nature (including as to the accuracy or completeness of any information provided to Buyer) made by or on behalf of, or imputed to Parent, except as expressly set forth in Article 3. Without limiting the generality of the foregoing, Buyer acknowledges that Parent makes no representation or warranty with respect to (i) any projections, forecasts or other estimates, plans or budgets delivered to or made available to Buyer or any of its Representatives or Affiliates of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Business or the Acquired Companies or the future business, operations or affairs of the Business or any Acquired Company or (ii) any other information or documents made available to Buyer or any of its Representatives or Affiliates with respect to the Acquired Assets. The Buyer agrees, warrants and represents that (a) it is purchasing Business or the Acquired Assets on an “AS IS” Companies or their respective businesses or operations (including as to the accuracy and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation completeness of the Acquired Assets and (b) any such information), except as expressly set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, neither the Seller nor any director, officer, manager, employee, agent, consultant, or representative of the Seller has made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTSArticle 3.” The Buyer agrees, warrants and represents that, except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired Assets.

Inspections; No Other Representations. The Buyer is an informed has conducted its own independent review and sophisticated purchaseranalysis of the business, operations, assets, liabilities, results of operations, financial condition and has engaged expert advisors, experienced in prospects of the evaluation Company and purchase of property the other Transferred Entities and assets such as the Acquired Assets as contemplated hereunder. The Buyer has undertaken such investigation investigation, and has been provided with and has evaluated such documents and information as it has deemed necessary requested, to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this AgreementAgreement and the other Transaction Documents to which Buyer is a party. The Buyer acknowledges that agrees to accept the Seller has given Shares and the Buyer complete Company (including the other Transferred Entities) in the condition they are in on the Closing Date based upon their own inspection, examination and open access to the key employees, documents and facilities of the Seller determination with respect thereto as to the Acquired Assets. The Buyer agreesall matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller, warrants and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation of the Acquired Assets and (b) except as expressly set forth in this Agreement. Except for the representations and warranties set forth in ‎Article 3 (as modified by the Seller Disclosure Schedule), Buyer (on behalf of itself and its Affiliates) acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of Seller or any of its Affiliates, and Seller hereby disclaims, and Buyer (on behalf of itself and its Affiliates) hereby disclaims any reliance upon, any such representation or warranty, and notwithstanding the MTA, the TSAdelivery or disclosure to Buyer, or any of its Representatives or Affiliates of any documentation or other information by Seller or any of its Representatives or Affiliates with respect to any one or more of the Omnibus Transaction Agreementforegoing. Without limiting the generality of the foregoing, neither Buyer acknowledges that Seller makes no representation or warranty except for the representations and warranties set forth in ‎Article 3 (as modified by the Seller nor Disclosure Schedule) with respect to any directorprojections, officerestimates or budgets delivered to or made available to Buyer of future revenues, managerfuture results of operations (or any component thereof), employee, agent, consultant, future cash flows or future financial condition (or any component thereof) of the Transferred Entities or the future business and operations of the Transferred Entities. Buyer acknowledges that no employee or representative of the Seller has made or any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement its Affiliates has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement authorized to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents that, except as set forth make any statements or representations other than those specifically contained in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired Assets.

Inspections; No Other Representations. The Buyer Xxxxx is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property businesses such as the Business and assets companies such as the Acquired Assets Companies as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller Parent has given the Buyer complete and open access to the key employees, documents and facilities of the Seller Business and the Acquired Companies. Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Xxxxx agrees to accept the Sold VS Interests, the Sold GP Interests, the Business and the Acquired Companies in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters. Buyer is not relying (and Buyer has not relied) on any express or implied representations or warranties of any nature (including as to the accuracy or completeness of any information provided to Buyer) made by or on behalf of, or imputed to Parent, except as expressly set forth in Article 3. Without limiting the generality of the foregoing, Buyer acknowledges that Parent makes no representation or warranty with respect to (i) any projections, forecasts or other estimates, plans or budgets delivered to or made available to Buyer or any of its Representatives or Affiliates of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Business or the Acquired Companies or the future business, operations or affairs of the Business or any Acquired Company or (ii) any other information or documents made available to Buyer or any of its Representatives or Affiliates with respect to the Acquired Assets. The Buyer agrees, warrants and represents that (a) it is purchasing Business or the Acquired Assets on an “AS IS” Companies or their respective businesses or operations (including as to the accuracy and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation completeness of the Acquired Assets and (b) any such information), except as expressly set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, neither the Seller nor any director, officer, manager, employee, agent, consultant, or representative of the Seller has made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTSArticle 3.” The Buyer agrees, warrants and represents that, except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired Assets.

Inspections; No Other Representations. The (a) Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property businesses, properties and assets such as its acquisition of the Acquired Assets Purchased Units as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement, the consummation of the Transactions, and the purchase of the Purchased Units. The Bxxxx acknowledges that it has undertaken prior to the date hereof all investigations and inquiries and has requested all documents and information as it deems necessary in connection with entry into this Agreement and the consummation of the Transactions. Bxxxx agrees to accept the Purchased Units in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller, the Company or any other Person, except as expressly set forth in ‎Article 3. Without limiting the generality of the foregoing, Buyer acknowledges that none of Seller, the Seller Company or any other Person is making, has given made or will be construed as making or having made, and Buyer is not relying upon, any express or implied representation or warranty of any nature with respect to (i) the Purchased Units or the Company, whether in law or in equity, or (ii) any information or documents made available to Buyer complete and open access to the key employees, documents and facilities of the Seller or its Representatives with respect to the Acquired Assets. The Buyer agrees, warrants and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation business of the Acquired Assets Company and its Subsidiaries (b) and no such party shall be liable in respect of the accuracy or completeness of such information or documents), in each case except as expressly set forth in ‎Article 3. As a substantial inducement to Seller’s willingness to enter into this Agreement, the MTABuyer hereby expressly disclaims (on behalf of itself, the TSA, or the Omnibus Transaction Agreement, neither the Seller nor its Affiliates and its and its Affiliates’ Representatives) reliance on any director, officer, manager, employee, agent, consultant, or representative of the Seller has made any warranties, such other representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTSwarranties.” The Buyer agrees, warrants and represents that, except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired Assets.

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets businesses such as its acquisition of the Acquired Assets Shares as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has given the Buyer complete and open access to the key employees, documents and facilities of the Business, and Buyer has undertaken prior to the date hereof all investigations and inquiries and has requested all documents and information as it deems necessary in connection with entry into this Agreement and the consummation of the transactions contemplated hereby. Buyer agrees to accept the Shares and the Business in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters and without reliance upon any express or implied representations or warranties of any nature made by Seller or any Company or any of their respective directors, officers, employees, stockholders, partners, members, advisors or other representatives, except as specifically and expressly set forth in ‎Article 3 Without limiting the generality of the foregoing, Buyer acknowledges that none of Seller, any Company or any of their respective Affiliates makes any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Business or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Acquired Assets. The Buyer agreesBusiness, warrants and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation of the Acquired Assets and (b) except as expressly set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, neither the Seller nor any director, officer, manager, employee, agent, consultant, or representative of the Seller has made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS‎Article 3.” The Buyer agrees, warrants and represents that, except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired Assets.

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Acquired Purchased Assets as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Except for the representations and warranties set forth in ‎Article 3, Buyer (on behalf of itself and its Affiliates) acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of Seller or any of its Affiliates, and Seller hereby disclaims, and Buyer (on behalf of itself and its Affiliates) hereby disclaims any reliance upon, any such representation or warranty, notwithstanding the delivery or disclosure to Buyer or any of its representatives or Affiliates of any documentation or other information by the Seller or any of its representatives or Affiliates with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, Buyer acknowledges that Seller makes no representation or warranty with respect to (i) the Seller has given the Buyer complete and open access to the key employees, documents and facilities future performance of the Seller Business or the Purchased Assets, including any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) with respect to the Acquired Purchased Assets. The , the Business or the Assumed Liabilities, or (ii) any other information or documents made available to Buyer agreesor its counsel, warrants and represents that (a) it is purchasing accountants or advisors with respect to the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on Purchased Assets, the Buyer’s own investigation of Business or the Acquired Assets and (b) except Assumed Liabilities, except, in each case, as expressly set forth in this Agreement. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, the MTA, the TSA, or the Omnibus Transaction Agreement, neither the Seller nor any director, officer, manager, employee, agent, consultant, or representative of the Seller has made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assetsas amended. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents that, except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired Assets.Confidential Portions are marked: [***]

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets companies such as the Acquired Assets Company Group as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the Escrow Agreement. The Buyer acknowledges that the Seller has Sellers have given the Buyer complete and open access to the key employees, documents and facilities Properties of the Seller Company Group. Buyer agrees to accept the Shares and the Properties in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the Acquired AssetsSellers, except as expressly set forth in this Agreement. The BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SELLERS MAKE NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, INCLUDING ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE ASSETS OF THE COMPANY GROUP OR OF THE PROPERTIES. Without limiting the generality of the foregoing, Buyer agreesagrees by acquiring the Shares, warrants and represents that (a) it is purchasing accepting the Acquired Assets on an “AS IS” Properties in their financial, physical and “WITH ALL FAULTS” basis based solely environmental condition existing on the Buyer’s own investigation Closing Date. Further, without limiting the generality of the Acquired Assets foregoing, Buyer acknowledges that the Sellers are not bound by and (b) have no responsibility for any expressed or implied warranties, statements or representations made or furnished by any investment banker, broker, agent, employee or other person representing or purporting to represent the Sellers, unless such warranties, statements or representations are expressly set forth herein. Further, without limiting the generality of the foregoing, Buyer acknowledges that, except as expressly set forth in this Agreement, the MTASellers make no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any member of the TSA, Company Group or the Omnibus Transaction Agreement, neither the Seller nor future business and operations of any director, officer, manager, employee, agent, consultant, or representative member of the Seller has Company Group, (ii) any information or documents made any warrantiesavailable to Buyer or its advisors concerning the financial, representations physical or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical environmental condition of the Acquired Assets. The Buyer further acknowledges that Properties, the consideration for use to which the Acquired Assets specified in this Agreement has been agreed upon by Properties may be put, the Seller and the Buyer after good-faith arms’ length negotiation in light expenses of operation or maintenance of the Buyer’s agreement Properties, the rental income or prospective rental income of the Properties, or anything else related to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS.” The Properties, or (iii) any other information or documents made available to Buyer agreesor its counsel, warrants and represents thataccountants or advisors with respect to any member of the Company Group or their respective businesses or operations, except as expressly set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth Nothing contained in this Agreement (other than Sections 10.2Section shall be deemed to limit the representations, 10.3, 12.3, 12.5, warranties and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or covenants expressly contained in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired Assetsthis Agreement.

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, purchaser and has engaged expert advisors, advisors experienced in the evaluation and purchase of property and assets businesses such as its acquisition of the Acquired Assets Shares as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer has undertaken prior to the date hereof all investigations and inquiries and has requested all documents and information as it deems necessary in connection with entry into this Agreement and the consummation of the transactions contemplated hereby. Buyer agrees to accept the Shares and the Business in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters. Except for the representations and warranties expressly set forth in ‎Article 3 (as modified by the Seller Disclosure Schedule) and any certificate delivered pursuant hereto, none of Seller or any Company or any of their respective Related Parties has made or is making, and shall not be construed as having made or making, any express or implied representation or warranty of any nature to Buyer or its Related Parties, at law or in equity, with respect to matters relating to Seller, the Companies, or any other Person, their respective Related Parties, their respective businesses or any other matter related to or in connection with the transactions contemplated hereby, and, as a substantial inducement to Seller’s willingness to enter into this Agreement, Buyer hereby represents, warrants, covenants and agrees, on behalf of itself and its Related Parties, and expressly disclaims reliance on, any such other representations or warranties (including as to the accuracy or completeness of any information provided to Buyer or any of its Related Parties), except in the case of Fraud. Without limiting the generality of the foregoing, except for the representations and warranties contained in ‎Article 3 of this Agreement (as modified by the Seller Disclosure Schedule) and any certificate delivered pursuant hereto, Buyer acknowledges and agrees that none of Seller, the Seller Companies or their respective Related Parties has given the made or is making any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer complete and open access to the key employeesor its Related Parties of future revenues, documents and facilities future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Seller Companies or any other Person or the future business and operations of the Companies or any other Person or (ii) any other information or documents made available to Buyer or its Related Parties whether orally or in writing (including in the “data room”, functional “break-out” discussions, responses to questions submitted on behalf of Buyer or its Related Parties or otherwise) with respect to the Acquired Assets. The Buyer agreesCompanies or any other Person or their respective businesses or operations (including as to the accuracy or completeness of any such information or documents), warrants except for the representations and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation of the Acquired Assets and (b) except as warranties expressly set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, neither ‎Article 3 (as modified by the Seller nor Disclosure Schedule) and any directorcertificate delivered pursuant hereto and that, officershould the Closing occur, manager, employee, agent, consultant, or representative of except for the representations and warranties expressly set forth in ‎Article 3 (as modified by the Seller has made Disclosure Schedule) and any warrantiescertificate delivered pursuant hereto, representations Buyer shall acquire the Companies in an “as is” condition and on a “where is” basis and “with all faults” and, in each case, without any representation or guaranteeswarranty of any kind, express, implied express or statutoryimplied, written or oral, respecting statutory or otherwise, at law or in equity, of any nature, in respect of Seller, the Acquired AssetsCompanies or any other Person, any part the Equity Interests of the Acquired Assets, the financial performance of the Acquired Assets, Companies or the physical condition of the Acquired Assets. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents that, except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired Assetsassets, properties, liabilities, businesses, operations or affairs of Seller, the Companies or any other Person, including with respect to any express or implied warranties relating to (A) merchantability, quality, quantity, suitability or fitness for any particular purpose, (B) the operation of the Companies by Buyer after the Closing, (C) the probable success or profitability of the Business after the Closing and (D) the non-infringement, misappropriation or other violation of third party intellectual property, and any such other purported representations and warranties are expressly disclaimed.

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets companies such as the Acquired Assets VIE Subsidiaries and Zhengzhou Origin as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller Beijing Origin has given the Buyer complete and open access to the key employees, documents and facilities of Beijing Origin and the Seller VIE Subsidiaries. Buyer will undertake prior to the First Closing and the Second Closing such further investigation and request such additional documents and information as it deems necessary. Buyer agrees to accept the Shares and the VIE Subsidiaries and Zhengzhou Origin in the condition they are in on the First Closing Date and the Second Closing Date, as applicable, based upon its own inspection, examination and determination with respect thereto as to all matters. Buyer is not relying (and Buyer has not relied) on any express or implied representations or warranties of any nature (including as to the Acquired Assets. The Buyer agreesaccuracy or completeness of any information provided to Buyer) made by or on behalf of, warrants and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation of the Acquired Assets and (b) or imputed to Beijing Origin, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that Beijing Origin makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the MTA, the TSA, VIE Subsidiaries and Zhengzhou Origin or the Omnibus Transaction Agreement, neither the Seller nor any director, officer, manager, employee, agent, consultant, or representative future business and operations of the Seller has VIE Subsidiaries and Zhengzhou Origin or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the VIE Subsidiaries and Zhengzhou Origin or their respective businesses or operations (including as to the accuracy and completeness of any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents thatsuch information), except as expressly set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired Assets.