Common use of Limitation of Representations and Warranties Clause in Contracts

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLER, THE SHARES, OR THE BUSINESS, ASSETS OR LIABILITIES OF SELLER, EXPLORER OR EPSC. SHLX AND BUYER EACH ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5, SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER AND SHLX HEREBY EACH EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY OR ITS REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO ANY BUYER PARTY AND ITS REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY OR ANY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL ACT AS A RELEASE OF ANY ACT OF FRAUD BY A PARTY.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENTARTICLE V, SELLER NO PURCHASER PARTY NOR ANY PURCHASER DESIGNEE IS NOT MAKING ANY OTHER REPRESENTATIONS REPRESENTATION OR WARRANTIESWARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLER, THE SHARES, OR THE BUSINESS, ASSETS OR LIABILITIES OF SELLER, EXPLORER OR EPSC. SHLX AND BUYER EACH ACKNOWLEDGES THATANY MATTER WHATSOEVER, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5, THIS AGREEMENT. THE SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT NEITHER THE PURCHASER PARTIES NOR ANY PURCHASER DESIGNEE HAS NOT MADE, AND THE SELLER PARTIES HEREBY EXPRESSLY DISCLAIMS DISCLAIM AND NEGATESNEGATE, AND BUYER AND SHLX THE SELLER PARTIES HEREBY EACH EXPRESSLY WAIVESWAIVE, ANY REPRESENTATION OR WARRANTY, EXPRESS, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH THE SELLER PARTIES HEREBY EXPRESSLY WAIVES WAIVE AND RELINQUISHES RELINQUISH ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST AGAINST, ANY SELLER PURCHASER PARTY OR ITS ANY PURCHASER DESIGNEE AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY BUYER PARTY AND ITS OF THE SELLER PARTIES OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY OR ANY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL ACT AS A RELEASE OF ANY ACT OF FRAUD BY A PURCHASER PARTY.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENTExcept for the representations and warranties expressly set forth in this Agreement and the other Transaction Documents, SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIESSeller is not making and shall not be deemed to have made any other representations or warranties, WRITTEN OR ORALwritten or oral, STATUTORYstatutory, EXPRESS OR IMPLIEDexpress or implied, CONCERNING SELLERconcerning the Units, THE SHARESthe Company or the business, OR THE BUSINESS, ASSETS OR LIABILITIES OF SELLER, EXPLORER OR EPSCassets or liabilities of the Company. SHLX AND BUYER EACH PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER AND SHLX PURCHASER HEREBY EACH EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY AGAINST, THE COMPANY, SELLER PARTY OR ITS AND THEIR REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) OR DOCUMENTS HERETOFORE FURNISHED OR MADE AVAILABLE TO ANY BUYER PARTY PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY THE COMPANY OR ANY SELLER. WITHOUT LIMITING THE GENERALITY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. NOTWITHSTANDING THE FOREGOING, NOTHING NEITHER THE COMPANY NOR SELLER IS MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER WITH RESPECT TO ANY FORWARD-LOOKING STATEMENTS OR THE INFORMATION SET FORTH IN THIS AGREEMENT SHALL ACT AS A RELEASE OF ANY ACT OF FRAUD BY A PARTYSUMMARY, TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR MANAGEMENT PRESENTATION DELIVERED TO PURCHASER OR ITS REPRESENTATIVES.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENTARTICLE IV, NEITHER EME NOR ANY SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS REPRESENTATION OR WARRANTIESWARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLER, THE SHARES, OR OWNER NOTES, EME GUARANTEES, THE BUSINESS, ASSETS OR LIABILITIES OF SELLERANY ACQUIRED COMPANY, EXPLORER THE CONTEMPLATED TRANSACTIONS, OR EPSCANY OTHER MATTER. SHLX AND BUYER EACH ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, THE PURCHASER PARTIES ACKNOWLEDGE THAT NEITHER EME NOR ANY SELLER HAS NOT MADE, AND SELLER EME AND THE SELLERS HEREBY EXPRESSLY DISCLAIMS DISCLAIM AND NEGATESNEGATE, AND BUYER AND SHLX THE PURCHASER PARTIES HEREBY EACH EXPRESSLY WAIVESWAIVE, ANY REPRESENTATION OR WARRANTY, EXPRESS, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVES WAIVE AND RELINQUISHES RELINQUISH ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY OR ITS EME, THE SELLERS AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY BUYER PARTY AND THE PURCHASER PARTIES OR ITS AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF EME OR ANY SELLER. NEITHER EME NOR ANY SELLER PARTY IS MAKING ANY REPRESENTATION OR WARRANTY TO THE PURCHASER PARTIES WITH RESPECT TO (A) THE INFORMATION INCLUDED ON INTRALINKS, EXCEPT AS EXPLICITLY SET FORTH HEREIN, (B) ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE BUSINESS, ASSETS OR LIABILITIES OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT ANY ACQUIRED COMPANY, OR (C) ANY OTHER FORWARD LOOKING STATEMENTS INCLUDING THOSE RELATING TO THE TRANSACTIONSBUSINESS, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANY. NOTWITHSTANDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL ACT AS REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED HEREIN MADE BY OR ON BEHALF OF A RELEASE PARTY ARE MADE SOLELY AND EXCLUSIVELY BY OR ON BEHALF OF SUCH PARTY AND NOT BY OR ON BEHALF OF SUCH PARTY'S REPRESENTATIVES (INCLUDING EMPLOYEES) OR ANY ACT OF FRAUD BY A PARTYOTHER PERSON.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S -------------------------------------------- REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENTARTICLE VI, EACH SELLER IS NOT ---------- MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLER, THE SHARES, ANY SELLER OR THE BUSINESS, ASSETS OR LIABILITIES OF ANY SELLER, EXPLORER OR EPSC. SHLX INCLUDING THE PROJECT AND BUYER EACH ACKNOWLEDGES THATIT IS UNDERSTOOD THAT PURCHASER, TAKES THE ASSETS "AS IS" AND "WHERE IS." PURCHASER AND PURCHASER PARENT ACKNOWLEDGE THAT EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, EACH SELLER HAS NOT MADE, AND EACH SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER PURCHASER AND SHLX PURCHASER PARENT HEREBY EACH EXPRESSLY WAIVESWAIVE, ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PURCHASER AND BUYER AND SHLX EACH PURCHASER PARENT HEREBY EXPRESSLY WAIVES WAIVE AND RELINQUISHES RELINQUISH ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY EACH SELLER PARTY OR AND ITS AFFILIATES AND EACH OF ITS REPRESENTATIVES IN CONNECTION WITH, WITH THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY BUYER PARTY AND ITS PURCHASER, PURCHASER PARENT OR THEIR RESPECTIVE REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONSTHEREWITH. NOTWITHSTANDING WITHOUT LIMITING THE FOREGOING, NOTHING EACH SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER OR PURCHASER PARENT WITH RESPECT TO (I) THE INFORMATION SET FORTH IN THIS AGREEMENT SHALL ACT AS A RELEASE THE SUMMARY INFORMATION MEMORANDUM DATED OCTOBER 2005, (II) THE TURBINES OR (III) ANY FINANCIAL PROJECTION OR FORECAST RELATING TO THE PROJECT, ASSETS OR LIABILITIES OF ANY ACT SELLER. WITH RESPECT TO ANY PROJECTION OR FORECAST DELIVERED ON BEHALF OF FRAUD BY ANY SELLER TO PURCHASER OR PURCHASER PARENT OR THEIR RESPECTIVE REPRESENTATIVES, PURCHASER AND PURCHASER PARENT ACKNOWLEDGE THAT (I) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, (II) EACH IS FAMILIAR WITH SUCH UNCERTAINTIES, (III) EACH IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL SUCH PROJECTIONS AND FORECASTS FURNISHED TO IT, AND (IV) EACH SHALL HAVE NO CLAIM AGAINST THE SELLER OR ITS AFFILIATES WITH RESPECT THERETO. THE FOREGOING SHALL NOT CONSTITUTE A PARTYWAIVER OF ANY CAUSE OF ACTION FOR FRAUD.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENTExcept for the representations and warranties expressly set forth in Articles V and VI, SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIESSellers are not making and shall not be deemed to have made any other representations or warranties, WRITTEN OR ORALwritten or oral, STATUTORYstatutory, EXPRESS OR IMPLIEDexpress or implied, CONCERNING SELLERconcerning the Equity Interests, THE SHARESthe Companies, OR THE BUSINESSthe Company Subsidiary or the 49 businesses, ASSETS OR LIABILITIES OF SELLER, EXPLORER OR EPSCassets or liabilities of the Companies and the Company Subsidiary. SHLX AND BUYER EACH PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, SELLER HAS SELLERS HAVE NOT MADE, AND SELLER SELLERS HEREBY EXPRESSLY DISCLAIMS DISCLAIM AND NEGATESNEGATE, AND BUYER AND SHLX PURCHASER HEREBY EACH EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES RELINQUISHES, OTHER THAN IN THE CASE OF FRAUD, ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY OR ITS AGAINST, THE COMPANIES, THE COMPANY SUBSIDIARY, SELLERS AND THEIR REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) OR DOCUMENTS FURNISHED OR MADE AVAILABLE TO ANY BUYER PARTY PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY THE COMPANIES, THE COMPANY SUBSIDIARY OR ANY SELLERS. WITHOUT LIMITING THE GENERALITY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. NOTWITHSTANDING THE FOREGOING, NOTHING NONE OF SELLERS, THE COMPANIES NOR THE COMPANY SUBSIDIARY IS MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER WITH RESPECT TO ANY FORWARD‑LOOKING STATEMENTS OR THE INFORMATION SET FORTH IN THIS AGREEMENT SHALL ACT AS A RELEASE OF ANY ACT OF FRAUD BY A PARTYSUMMARY, TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR MANAGEMENT PRESENTATION DELIVERED TO PURCHASER OR ITS REPRESENTATIVES.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE IV OF THIS AGREEMENT, SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLER, THE SHARESEQUITY INTEREST, OR THE BUSINESS, ASSETS OR LIABILITIES OF SELLER, EXPLORER THE TRANSFER GROUP COMPANIES OR EPSCTHE NORTHERN BORDER COMPANIES. SHLX AND BUYER EACH PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER AND SHLX PURCHASER HEREBY EACH EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY OR AND ITS REPRESENTATIVES IN CONNECTION WITH, WITH THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY BUYER PARTY PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY OR ANY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONSSELLER. NOTWITHSTANDING WITHOUT LIMITING THE FOREGOING, NOTHING SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER WITH RESPECT TO (A) THE INFORMATION SET FORTH IN THIS AGREEMENT SHALL ACT THE NORTHERN PLAINS NATURAL GAS COMPANY CONFIDENTIAL INFORMATION MEMORANDUM DATED AS A RELEASE OF JULY 2002 OR (B) ANY FINANCIAL PROJECTION OR FORECAST RELATING TO THE BUSINESS, ASSETS OR LIABILITIES OF ANY ACT OF FRAUD BY A PARTYTHE TRANSFER GROUP COMPANIES OR THE NORTHERN BORDER COMPANIES. WITH RESPECT TO ANY PROJECTION OR FORECAST DELIVERED ON BEHALF OF SELLER TO PURCHASER OR ITS REPRESENTATIVES, PURCHASER ACKNOWLEDGES THAT (W) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, (X) IT IS FAMILIAR WITH SUCH UNCERTAINTIES, (Y) IT IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL SUCH PROJECTIONS AND FORECASTS FURNISHED TO IT AND (Z) IT SHALL HAVE NO CLAIM AGAINST SELLER OR ITS AFFILIATES WITH RESPECT THERETO. Notwithstanding any provision hereof to the contrary, to the extent that the Conversion Transactions (as defined in the Enron Purchase Agreement) cause Seller to breach any representation, warranty, covenant or other agreement of Seller contained in this Agreement, such breach shall be given no effect, and Purchaser shall have no right to (i) terminate this Agreement due to such breach by Seller or the failure of Seller to meet any of the conditions set forth in Sections 7.1 or 7.2 by the Outside Date as a result of the Conversion Transactions (as defined in the Enron Purchase Agreement) (for the avoidance of doubt, such breach shall in no way relieve Purchaser of its obligations to close the transactions contemplated by this Agreement), or (ii) to seek indemnification from Seller for such breach.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER IS (i) THE TESCO COMPANIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CONDITION OF THE ASSETS (INCLUDING ANY WARRANTY AS TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE) AND (ii) THE TEP COMPANIES ARE ACQUIRING THE ASSETS “AS IS, WHERE IS.” THE TESCO COMPANIES ARE NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLER, THE SHARESASSETS, OR THE BUSINESS, ASSETS OR LIABILITIES OF SELLER, EXPLORER OR EPSCTHE TESCO COMPANIES. SHLX AND BUYER EACH ACKNOWLEDGES THE TEP COMPANIES ACKNOWLEDGE THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, SELLER HAS NOT NONE OF THE TESCO COMPANIES HAVE MADE, AND SELLER THEY HEREBY EXPRESSLY DISCLAIMS DISCLAIM AND NEGATES, AND BUYER AND SHLX HEREBY EACH EXPRESSLY WAIVES, NEGATE ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH THE TEP COMPANIES HEREBY EXPRESSLY WAIVES WAIVE AND RELINQUISHES RELINQUISHE ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY OR ITS THE TESCO COMPANIES AND THEIR REPRESENTATIVES (OTHER THAN RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST THE TESCO COMPANIES AND THEIR REPRESENTATIVES INVOLVING FRAUD) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY BUYER PARTY AND ITS TEP OR THEIR REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY OR ANY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONSA TESCO COMPANY. NOTWITHSTANDING WITHOUT LIMITING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL ACT AS A RELEASE NONE OF THE TESCO COMPANIES MAKES ANY ACT REPRESENTATION OR WARRANTY WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST RELATING TO THE BUSINESS, THE ASSETS OR LIABILITIES OF FRAUD BY A PARTYTHE BUSINESS OR THE ASSETS.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENTExcept for the representations and warranties expressly set forth in Article IV, Purchaser and XXXX are not making and shall not be deemed to have made any other representations or warranties, written or oral, statutory, express or implied, concerning the XXXX Share Consideration, XXXX, or the businesses, assets or liabilities of XXXX. EACH SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLER, THE SHARES, OR THE BUSINESS, ASSETS OR LIABILITIES OF SELLER, EXPLORER OR EPSC. SHLX AND BUYER EACH ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, SELLER HAS PURCHASER AND XXXX HAVE NOT MADE, AND PURCHASER AND XXXX HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND EACH SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER AND SHLX HEREBY EACH EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH SELLER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY OR ITS AGAINST, PURCHASER, XXXX, AND THEIR REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) OR DOCUMENTS FURNISHED OR MADE AVAILABLE TO ANY BUYER PARTY AND SELLER OR ITS REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY PURCHASER OR ANY XXXX INCLUDING XXXX FORWARD-LOOKING STATEMENTS. WITHOUT LIMITING THE GENERALITY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. NOTWITHSTANDING THE FOREGOING, NOTHING NEITHER PURCHASER NOR XXXX IS MAKING ANY REPRESENTATION OR WARRANTY TO ANY SELLER WITH RESPECT TO ANY XXXX FORWARD LOOKING STATEMENTS OR THE INFORMATION SET FORTH IN THIS AGREEMENT SHALL ACT AS ANY SUMMARY, TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR MANAGEMENT PRESENTATION DELIVERED TO ANY SELLER OR REPRESENTATIVES OR AFFILIATES OF A RELEASE OF ANY ACT OF FRAUD BY A PARTYSELLER.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENTExcept for the representations and warranties expressly set forth in Article V and Article VI, SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIESSellers are not making and shall not be deemed to have made any other representations or warranties, WRITTEN OR ORALwritten or oral, STATUTORYstatutory, EXPRESS OR IMPLIEDexpress or implied, CONCERNING SELLERconcerning the Equity Interests, THE SHARESthe Companies, OR THE BUSINESSor the businesses, ASSETS OR LIABILITIES OF SELLER, EXPLORER OR EPSCassets or liabilities of the Companies. SHLX AND BUYER EACH PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, SELLER HAS SELLERS HAVE NOT MADE, AND SELLER SELLERS HEREBY EXPRESSLY DISCLAIMS DISCLAIM AND NEGATESNEGATE, AND BUYER AND SHLX PURCHASER HEREBY EACH EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY OR ITS AGAINST, THE COMPANIES, SELLERS AND THEIR REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) OR DOCUMENTS FURNISHED OR MADE AVAILABLE TO ANY BUYER PARTY PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY THE COMPANIES OR ANY SELLERS INCLUDING COMPANY FORWARD-LOOKING STATEMENTS. WITHOUT LIMITING THE GENERALITY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. NOTWITHSTANDING THE FOREGOING, NOTHING NONE OF SELLERS NOR THE COMPANIES IS MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER WITH RESPECT TO ANY COMPANY FORWARD-LOOKING STATEMENTS OR THE INFORMATION SET FORTH IN THIS AGREEMENT SHALL ACT AS A RELEASE OF ANY ACT OF FRAUD BY A PARTYSUMMARY, TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR MANAGEMENT PRESENTATION DELIVERED TO PURCHASER OR ITS REPRESENTATIVES.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, ARTICLE V NEITHER RADIO UNICA NOR ANY SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLERTHE PURCHASED ASSETS, THE SHARES, BUSINESS OR THE BUSINESS, ASSETS OR LIABILITIES OF RADIO UNICA OR ANY SELLER, EXPLORER OR EPSC. SHLX AND BUYER EACH THE PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT INCLUDING WITHOUT LIMITATION ARTICLE V, NEITHER RADIO UNICA NOR ANY SELLER HAS NOT MADE, AND EACH OF RADIO UNICA AND EACH SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER AND SHLX THE PURCHASER HEREBY EACH EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH THE PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY RADIO UNICA AND EACH SELLER PARTY OR AND ITS RESPECTIVE REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY BUYER PARTY THE PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY RADIO UNICA OR ANY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONSSELLER. NOTWITHSTANDING WITHOUT LIMITING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL ACT AS A RELEASE NEITHER RADIO UNICA NOR ANY SELLER IS MAKING ANY REPRESENTATION OR WARRANTY TO THE PURCHASER WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST RELATING TO THE BUSINESS, THE PURCHASED ASSETS OR THE ASSETS OR LIABILITIES OF ANY ACT OF FRAUD BY A PARTYRADIO UNICA OR ANY SELLER. WITH RESPECT TO ANY PROJECTION OR FORECAST DELIVERED ON BEHALF OF RADIO UNICA OR ANY SELLER TO THE PURCHASER OR ITS REPRESENTATIVES, THE PURCHASER ACKNOWLEDGES THAT (I) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, (II) IT IS FAMILIAR WITH SUCH UNCERTAINTIES, (III) IT IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL SUCH PROJECTIONS AND FORECASTS FURNISHED TO IT AND (IV) IT SHALL HAVE NO CLAIM AGAINST ANY OF RADIO UNICA OR ANY SELLER OR ITS RESPECTIVE AFFILIATES WITH RESPECT THERETO.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES AND EXHIBITS HERETO AND ALL OTHER DOCUMENTS EXECUTED BY PARENT OR SELLER IS NOT MAKING IN CONNECTION HEREWITH, SELLER MAKES NO REPRESENTATION OR WARRANTY, AND HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS REPRESENTATION OR WARRANTIES, WRITTEN OR ORAL, STATUTORYWARRANTY, EXPRESS OR IMPLIED, CONCERNING WHICH RELATES TO THE RIGS, THE EQUIPMENT AND ROLLING STOCK, THE VACUUM TRUCKS, THE INVENTORY OR THE FIXTURES AND IMPROVEMENTS, INCLUDING ANY WARRANTY OF MERCHANTABILITY, VALUE, REPAIR, SUITABILITY OR FITNESS FOR A PARTICULAR USE, OR QUALITY, OR AS TO THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT THE RIGS, THE EQUIPMENT AND ROLLING STOCK, THE VACUUM TRUCKS, THE INVENTORY AND THE FIXTURES AND IMPROVEMENTS ARE BEING TRANSFERRED HEREUNDER "AS IS AND WHERE IS" WITH ALL FAULTS AND IN THEIR PRESENT STATE AND CONDITION. BUYER ACKNOWLEDGES THAT IT HAS EXAMINED AND MADE ITS OWN INDEPENDENT INVESTIGATION AS IT RELATES TO THE RIGS, THE EQUIPMENT AND ROLLING STOCK, THE VACUUM TRUCKS, THE INVENTORY AND THE FIXTURES AND IMPROVEMENTS AND, AS IT RELATES TO SUCH ASSETS, HAS NOT RELIED ON ANY STATEMENTS OF ANY SELLER, THE SHARESOFFICER OR REPRESENTATIVE AS TO VALUES, OR CONDITION OR APPRAISALS OF, OR REPRESENTATIONS OR WARRANTIES (OTHER THAN AS SET FORTH IN THIS AGREEMENT, THE BUSINESS, ASSETS OR LIABILITIES OF SELLER, EXPLORER OR EPSC. SHLX SCHEDULES AND BUYER EACH ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5, SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER AND SHLX HEREBY EACH EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY EXHIBITS HERETO AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY OTHER DOCUMENTS EXECUTED BY PARENT OR SELLER PARTY OR ITS REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO ANY BUYER PARTY AND ITS REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY OR ANY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONSHEREWITH). NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SECTION 4.18 SHALL ACT AS A RELEASE BE CONSTRUED TO IN ANY WAY DETRACT FROM THE REPRESENTATIONS AND WARRANTIES OF ANY ACT OF FRAUD BY A PARTYSELLER AND PARENT IN SECTION 4.12, 4.13 OR 4.17.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLERIB FINANCE, THE SHARESBANK, THE TRANSFERRED CLASS M COMMON UNITS, THE MORTGAGE DIVISION OR THE BUSINESS, ASSETS OR LIABILITIES OF SELLERIB FINANCE, EXPLORER BANK OR EPSCSELLER OR THEIR RESPECTIVE SUBSIDIARIES. SHLX AND BUYER EACH PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, INCLUDING ARTICLE III, SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER AND SHLX PURCHASER HEREBY EACH EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY OR AND ITS REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY BUYER PARTY PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY IB FINANCE, BANK OR ANY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONSSELLER. NOTWITHSTANDING WITHOUT LIMITING THE FOREGOING, NOTHING SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST RELATING TO IB FINANCE, THE BANK, THE MORTGAGE DIVISION, ANY SUBSIDIARIES, THE TRANSFERRED CLASS M COMMON UNITS OR SELLER. WITH RESPECT TO ANY PROJECTION OR FORECAST DELIVERED ON BEHALF OF BANK, IB FINANCE OR SELLER TO PURCHASER OR ITS REPRESENTATIVES, PURCHASER ACKNOWLEDGES THAT (A) THERE ARE UNCERTAINTIES INHERENT IN THIS AGREEMENT ATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, (B) IT IS FAMILIAR WITH SUCH UNCERTAINTIES, (C) IT IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL SUCH PROJECTIONS AND FORECASTS FURNISHED TO IT AND (D) IT SHALL ACT AS A RELEASE OF ANY ACT OF FRAUD BY A PARTYHAVE NO CLAIM AGAINST SELLER OR ITS AFFILIATES WITH RESPECT THERETO.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER SELLER NOR ANY OF ITS AFFILIATES IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLER, THE SHARESACQUIRED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESSORIGINATION BUSINESS EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, ASSETS NEITHER SELLER NOR ANY OF ITS AFFILIATES IS MAKING ANY REPRESENTATION OR LIABILITIES WARRANTY TO BUYER WITH RESPECT TO (I) THE INFORMATION SET FORTH IN ANY EVALUATION MATERIALS PROVIDED TO BUYER OR (II) ANY FINANCIAL PROJECTION OR FORECAST OR OTHER STATEMENT RELATING TO THE BUSINESS OF SELLER, EXPLORER OR EPSC. SHLX AND BUYER EACH ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5, SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER AND SHLX HEREBY EACH EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY OR ITS REPRESENTATIVES IN CONNECTION WITHTHE ORIGINATION BUSINESS, THE ACCURACY, COMPLETENESS ACQUIRED ASSETS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED THE ASSUMED LIABILITIES EXCEPT THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT. WITH RESPECT TO ANY BUYER PARTY AND ITS REPRESENTATIVES BY PROJECTION OR FORECAST DELIVERED ON BEHALF OF ANY SELLER PARTY OR ITS AFFILIATES OR REPRESENTATIVES TO BUYER OR ITS REPRESENTATIVES, BUYER ACKNOWLEDGES THAT (I) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, (II) EACH IS FAMILIAR WITH SUCH UNCERTAINTIES, AND (III) EACH IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL SUCH PROJECTIONS AND FORECASTS FURNISHED TO IT. BUYER AGREES THAT, IN THE ABSENCE OF FRAUD OR INTENTIONAL MISSTATEMENT, NEITHER SELLER NOR ANY OF THEIR REPRESENTATIVES ITS AFFILIATES WILL HAVE ANY LIABILITY TO BUYER OR ITS AFFILIATES WITH RESPECT TO ANY INFORMATION THAT IS NOT INCLUDED IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL ACT AS A RELEASE OF ANY ACT OF FRAUD BY A PARTYSCHEDULES HERETO.

Limitation of Representations and Warranties. EXCEPT FOR Except for the representations and warranties expressly set forth in Article 3, the Company is not making and shall not be deemed to have made, and except for the representations and warranties expressly set forth in Article 4, the Seller is not making and shall not be deemed to have made, any other representations or warranties, written or oral, statutory, express or implied, concerning the Shares, the Acquired Companies, the Seller or the business, assets or liabilities of the Acquired Companies. THE SELLER’S REPRESENTATIONS PURCHASER REPRESENTS, WARRANTS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLER, THE SHARES, OR THE BUSINESS, ASSETS OR LIABILITIES OF SELLER, EXPLORER OR EPSC. SHLX AND BUYER EACH ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5ARTICLE 3 OR 4, NEITHER THE COMPANY NOR THE SELLER HAS NOT MADE, AND THE COMPANY AND THE SELLER HEREBY EXPRESSLY DISCLAIMS DISCLAIM AND NEGATESNEGATE, AND BUYER THE PURCHASER HEREBY EXPRESSLY WAIVES AND SHLX HEREBY EACH EXPRESSLY WAIVESIS NOT RELYING ON, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY THE COMPANY, EACH OPERATING COMPANY, THE SELLER PARTY OR ITS AND THEIR REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY STATEMENTS, INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) OR DOCUMENTS HERETOFORE FURNISHED OR MADE AVAILABLE TO ANY BUYER PARTY THE PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY OR ANY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT THE COMPANY OR THE TRANSACTIONSSELLER THAT ARE NOT SET FORTH OR OTHERWISE INCORPORATED IN THIS AGREEMENT. NOTWITHSTANDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NOTHING NEITHER THE COMPANY NOR THE SELLER IS MAKING ANY REPRESENTATION OR WARRANTY TO THE PURCHASER WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ANY FORWARD-LOOKING STATEMENTS OR THE INFORMATION SET FORTH IN THIS AGREEMENT SHALL ACT AS A RELEASE OF ANY ACT OF FRAUD BY A PARTYSUMMARY, TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR MANAGEMENT PRESENTATION DELIVERED TO THE PURCHASER OR ITS REPRESENTATIVES.

Limitation of Representations and Warranties. (I) EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENTSECTION 3.1, SELLER IS THE SELLERS ARE NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLER, THE SHARESPURCHASED INTERESTS, OR THE BUSINESS, ASSETS OR LIABILITIES OF SELLERTHE COMPANIES AND THE PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, EXPLORER OR EPSCEXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS SECTION 3.1, THE PURCHASER IS PURCHASING THE PURCHASED INTERESTS ON AN "AS-IS, WHERE-IS" BASIS. SHLX AND BUYER EACH THE PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, SELLER HAS NOT NEITHER MIG NOR THE SELLERS HAVE MADE, AND SELLER MIG AND THE SELLERS HEREBY EXPRESSLY DISCLAIMS DISCLAIM AND NEGATESNEGATE, AND BUYER AND SHLX THE PURCHASER HEREBY EACH EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH THE PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION (OTHER THAN FOR, OR BASED UPON, FRAUD ON WILLFUL MISCONDUCT) AGAINST ANY SELLER PARTY OR ITS MIG AND THE SELLERS AND THEIR REPRESENTATIVES IN CONNECTION WITH, WITH THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY BUYER PARTY THE PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY OR ANY OF THEIR REPRESENTATIVES MIG AND THE SELLERS IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL ACT AS A RELEASE OF ANY ACT OF FRAUD BY A PARTYTRANSACTIONS CONTEMPLATED HEREBY.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENTARTICLE IV, NEITHER EME NOR ANY SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS REPRESENTATION OR WARRANTIESWARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLERTHE PROJECT SECURITIES, THE SHARES, OR THE BUSINESS, ASSETS OR LIABILITIES OF SELLERANY ACQUIRED COMPANY, EXPLORER THE CONTEMPLATED TRANSACTIONS OR EPSCANY OTHER MATTER. SHLX AND BUYER EACH ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, THE PURCHASER PARTIES ACKNOWLEDGE THAT NEITHER EME NOR ANY SELLER HAS NOT MADE, AND SELLER EME AND THE SELLERS HEREBY EXPRESSLY DISCLAIMS DISCLAIM AND NEGATESNEGATE, AND BUYER AND SHLX THE PURCHASER PARTIES HEREBY EACH EXPRESSLY WAIVESWAIVE, ANY REPRESENTATION OR WARRANTY, EXPRESS, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVES WAIVE AND RELINQUISHES RELINQUISH ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY OR ITS EME, THE SELLERS AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY BUYER PARTY AND THE PURCHASER PARTIES OR ITS AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF EME OR ANY SELLER. NEITHER EME NOR ANY SELLER PARTY IS MAKING ANY REPRESENTATION OR WARRANTY TO THE PURCHASER PARTIES WITH RESPECT TO (A) THE INFORMATION SET FORTH IN INTRALINKS, (B) ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE BUSINESS, ASSETS OR LIABILITIES OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT ANY ACQUIRED COMPANY, OR (C) ANY OTHER FORWARD LOOKING STATEMENTS INCLUDING THOSE RELATING TO THE TRANSACTIONSBUSINESS, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANY. NOTWITHSTANDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL ACT AS REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED HEREIN MADE BY OR ON BEHALF OF A RELEASE PARTY ARE MADE SOLELY AND EXCLUSIVELY BY OR ON BEHALF OF SUCH PARTY AND NOT BY OR ON BEHALF OF SUCH PARTY’S REPRESENTATIVES (INCLUDING EMPLOYEES) OR ANY ACT OF FRAUD BY A PARTYOTHER PERSON.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENTExcept for the representations and warranties in Article 5 and Article 6, SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIESas qualified by the Disclosure Schedule and other schedules to this Agreement, WRITTEN OR ORALthe Seller Parties are not making and have not made, STATUTORYand no other Person has made, EXPRESS OR IMPLIEDany representations or warranties, CONCERNING SELLERwritten or oral, THE SHARESstatutory, OR THE BUSINESSexpress or implied, ASSETS OR LIABILITIES OF SELLERconcerning the Purchased Interest, EXPLORER OR EPSCSeller, the Company, or the financial condition, results of operations, business prospects, business, assets, or Liabilities of the Company. SHLX AND BUYER EACH ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, NONE OF THE SELLER HAS NOT PARTIES NOR THE COMPANY HAVE MADE, AND THE SELLER PARTIES AND THE COMPANY HEREBY EXPRESSLY DISCLAIMS DISCLAIM AND NEGATES, AND BUYER AND SHLX HEREBY EACH EXPRESSLY WAIVESNEGATE, ANY REPRESENTATION OR WARRANTY, WARRANTY (WHETHER EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE STATUTE, OR OTHERWISE OTHERWISE) RELATING TO, AND BUYER AND SHLX EACH HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS CLAIMS, AND CAUSES OF ACTION AGAINST ANY THE SELLER PARTY OR ITS REPRESENTATIVES PARTIES, THE COMPANY, AND THEIR AGENTS IN CONNECTION WITH, THE ACCURACY, COMPLETENESS COMPLETENESS, OR MATERIALITY OF ANY INFORMATION, DATA DATA, OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO ANY BUYER PARTY AND ITS REPRESENTATIVES AGENTS BY OR ON BEHALF OF THE SELLER PARTIES OR THE COMPANY. WITHOUT LIMITING THE FOREGOING, NONE OF THE SELLER PARTIES NOR THE COMPANY HAVE MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO THE INFORMATION SET FORTH IN THE CONFIDENTIAL INFORMATION MEMORANDUM DATED APRIL 2019 DELIVERED TO BUYER OR ITS AGENTS. BUYER ACKNOWLEDGES THAT: (A) IT HAS NOT RELIED ON ANY SELLER PARTY PARTY, THE COMPANY, THE CONFIDENTIAL INFORMATION MEMORANDUM, OR ANY OTHER SOURCE OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 5 OR ARTICLE 6 OF THEIR REPRESENTATIVES THIS AGREEMENT IN CONNECTION WITH BUYER’S EVALUATION OF THE COMPANY; AND (B) NO PERSON HAS MADE ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 5 AND ARTICLE 6 AND OF THIS AGREEMENT OR THE TRANSACTIONSAGREEMENT. NOTWITHSTANDING THE FOREGOINGFOREGOING OR ANYTHING ELSE IN THIS AGREEMENT, NOTHING IN THIS AGREEMENT HEREIN SHALL ACT AS A RELEASE OF LIMIT ANY ACT OF FRAUD BY A PARTYCLAIM BASED UPON FRAUD.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE IV OF THIS AGREEMENT, SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLER, THE SHARESEQUITY INTEREST, OR THE BUSINESS, ASSETS OR LIABILITIES OF SELLER, EXPLORER THE TRANSFER GROUP COMPANIES OR EPSCTHE NORTHERN BORDER COMPANIES. SHLX AND BUYER EACH PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER AND SHLX PURCHASER HEREBY EACH EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY OR AND ITS REPRESENTATIVES IN CONNECTION WITH, WITH THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY BUYER PARTY PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY OR ANY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONSSELLER. NOTWITHSTANDING WITHOUT LIMITING THE FOREGOING, NOTHING SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER WITH RESPECT TO (A) THE INFORMATION SET FORTH IN THE NORTHERN PLAINS NATURAL GAS COMPANY CONFIDENTIAL INFORMATION MEMORANDUM DATED AS OF JULY 2002 OR (B) ANY FINANCIAL PROJECTION OR FORECAST RELATING TO THE BUSINESS, ASSETS OR LIABILITIES OF ANY OF THE TRANSFER GROUP COMPANIES OR THE NORTHERN BORDER COMPANIES. WITH RESPECT TO ANY PROJECTION OR FORECAST DELIVERED ON BEHALF OF SELLER TO PURCHASER OR ITS REPRESENTATIVES, PURCHASER ACKNOWLEDGES THAT (W) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, (X) IT IS FAMILIAR WITH SUCH UNCERTAINTIES, (Y) IT IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL SUCH PROJECTIONS AND FORECASTS FURNISHED TO IT AND (Z) IT SHALL HAVE NO CLAIM AGAINST SELLER OR ITS AFFILIATES WITH RESPECT THERETO. NOTWITHSTANDING ANY PROVISION HEREOF TO THE CONTRARY, TO THE EXTENT THAT THE CONVERSION TRANSACTIONS (AS DEFINED IN THE ENRON PURCHASE AGREEMENT) CAUSE SELLER TO BREACH ANY REPRESENTATION, WARRANTY, COVENANT OR OTHER AGREEMENT OF SELLER CONTAINED IN THIS AGREEMENT, SUCH BREACH SHALL BE GIVEN NO EFFECT, AND PURCHASER SHALL HAVE NO RIGHT TO (I) TERMINATE THIS AGREEMENT SHALL ACT DUE TO SUCH BREACH BY SELLER OR THE FAILURE OF SELLER TO MEET ANY OF THE CONDITIONS SET FORTH IN SECTIONS 7.1 OR 7.2 BY THE OUTSIDE DATE AS A RELEASE RESULT OF ANY ACT THE CONVERSION TRANSACTIONS (AS DEFINED IN THE ENRON PURCHASE AGREEMENT) (FOR THE AVOIDANCE OF FRAUD DOUBT, SUCH BREACH SHALL IN NO WAY RELIEVE PURCHASER OF ITS OBLIGATIONS TO CLOSE THE TRANSACTIONS CONTEMPLATED BY A PARTYTHIS AGREEMENT), OR (II) TO SEEK INDEMNIFICATION FROM SELLER FOR SUCH BREACH.