Common use of No Additional Representations; No Reliance Clause in Contracts

No Additional Representations; No Reliance. (a) Buyer acknowledges and agrees that none of the Retained Companies nor any of their respective Representatives, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Group Companies, the Group Company Interests, the Business, the Transferred Assets, the Transferred Liabilities or other matters that are not specifically included in Article III of this Agreement (subject to the Disclosure Schedules) or in the express representations and warranties made by Seller or the Group Companies in any other Transaction Document. Without limiting the generality of the foregoing, none of the Retained Companies nor any of their respective Representatives, nor any other Person, has made a representation or warranty to Buyer with respect to, and neither Seller nor any other Person shall be subject to any Liability to Buyer or any other Person resulting from, Seller or its Representatives making available to Buyer, (i) any projections, estimates or budgets for the Business or (ii) any materials, documents or information relating to Seller, the Group Companies, the Transferred Assets, the Transferred Liabilities or the Business made available to Buyer or its Representatives in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article III of this Agreement or in any other Transaction Document. In connection with Buyer’s investigation of the Business, Seller has delivered, or made available to Buyer and its Affiliates and Representatives, certain projections and other forecasts, including projected financial statements, cash flow items and other data of Seller and its Subsidiaries relating to the Business and certain business plan information of the Business. Buyer acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer and its Affiliates and Representatives shall have no claim against the Retained Companies or any other Person with respect thereto, except, in each case, to the extent covered by a representation and warranty set forth in Article III of this Agreement. Accordingly, Buyer acknowledges that, without limiting the generality of Section 3.28, none of the Retained Companies nor any of their respective Representatives have made any representation or warranty with respect to such projections and other forecasts and plans.

No Additional Representations; No Reliance. (a) Buyer The Purchaser acknowledges and agrees that none of neither the Retained Companies Seller nor any of their respective Representativesits Affiliates, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Group Companies, the Group Company Interests, the Business, the Transferred Assets, the Transferred Liabilities Assets or other matters that are is not specifically included in Article III of this Agreement (subject to or the Disclosure Schedules) or in the express representations and warranties made by Seller or the Group Companies in any other Transaction Document. Without limiting the generality of the foregoing, none of neither the Retained Companies Seller nor any of their respective Representatives, its Affiliates nor any other Person, Person has made a representation or warranty to Buyer the Purchaser with respect to, and neither the Seller nor any other Person Person, shall be subject to any Liability to Buyer the Purchaser or any other Person resulting from, the Seller or its Representatives representatives making available to Buyerthe Purchaser, (i) any projections, estimates or budgets for the Business or (ii) any materials, documents or information relating to Seller, the Group Companies, the Transferred Assets, the Transferred Liabilities Seller or the Business made available to Buyer the Purchaser or its Representatives counsel, accountants or advisors in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article III IV of this Agreement or in any other Transaction DocumentAgreement. In connection with Buyerthe Purchaser’s investigation of the Business, the Seller has delivered, or made available to Buyer the Purchaser and its Affiliates Affiliates, agents and Representativesrepresentatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of the Seller and its Subsidiaries Affiliates relating to the Business and certain business plan information of the Business. Buyer The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer the Purchaser is familiar with such uncertainties, that Buyer the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer the Purchaser and its Affiliates Affiliates, agents and Representatives representatives shall have no claim against the Retained Companies or any other Person with respect thereto, except, in each case, to the extent covered by a representation and warranty set forth in Article III of this Agreement. Accordingly, Buyer acknowledges that, without limiting the generality of Section 3.28, none of the Retained Companies nor any of their respective Representatives have made any representation or warranty with respect to such projections and other forecasts and plans.

No Additional Representations; No Reliance. (a) Buyer Seller acknowledges and agrees that none of the Retained Companies neither Buyer nor any of their respective Representativesits Subsidiaries, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Group Companies, the Group Company Interests, the Business, the Transferred Assets, the Transferred Liabilities Buyer or other matters that are is not specifically included in Article III of this Agreement (subject to the Disclosure Schedules) or in the express representations and warranties made by Seller or the Group Companies in any other Transaction DocumentBuyer’s Disclosure Letter. Without limiting the generality of the foregoing, none of the Retained Companies neither Buyer nor any of their respective Representatives, its Subsidiaries nor any other Person, Person has made a representation or warranty to Buyer Seller with respect to, and neither Seller Buyer nor its Subsidiaries nor any other Person Person, shall be subject to any Liability liability to Buyer Seller or any other Person resulting from, Seller Buyer or its Representatives representatives making available to BuyerSeller, (i) any projections, estimates or budgets for the Business related to Buyer or Buyer’s business, or (ii) any materials, documents or information relating to Seller, the Group Companies, the Transferred Assets, the Transferred Liabilities Buyer or the Business Buyer’s business made available to Buyer Seller or its Representatives counsel, accountants or advisors in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article III IV of this Agreement or in any other Transaction DocumentAgreement. In connection with BuyerSeller’s investigation of the BusinessBuyer or Buyer’s business, Seller Buyer has delivered, or made available to Buyer Seller and its Affiliates respective Affiliates, agents and Representativesrepresentatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Seller Buyer and its Subsidiaries relating to the Business and certain business plan information of the BusinessBuyer and its business. Buyer Seller acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer Seller is familiar with such uncertainties, that Buyer Seller is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer Seller and its Affiliates Affiliates, agents and Representatives representatives shall have no claim against the Retained Companies or any other Person with respect thereto, except, in each case, to the extent covered by a representation and warranty set forth in Article III of this Agreement. Accordingly, Seller acknowledges that neither Buyer acknowledges that, without limiting the generality of Section 3.28, none of the Retained Companies nor any of their respective Representatives its representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans.

No Additional Representations; No Reliance. (a) Buyer acknowledges and agrees that none of except for the Retained Companies nor any of their respective Representatives, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Group Companies, the Group Company Interests, the Business, the Transferred Assets, the Transferred Liabilities or other matters that are not specifically included in Article III of this Agreement (subject to the Disclosure Schedules) or in the express representations and warranties made by Seller Parent in Article II or in any certificate delivered pursuant to this Agreement, none of Parent, the other Sellers, any Business Company or any other Person makes any other express or implied representation or warranty with respect to Parent, the other Sellers, the Business Companies or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Business Companies or the Group Companies in Business, notwithstanding the delivery or disclosure to Buyer or any of its Representatives of any documentation, forecasts or other Transaction Documentinformation with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, none of Parent, the Retained other Sellers, the Business Companies nor any of their respective Representatives, nor or any other Person, Person makes or has made a any express or implied representation or warranty to Buyer or any of its Representatives with respect toto (i) any financial projection, forecast, estimate, budget or prospective information relating to the Business Companies, the Business or their respective properties, assets, liabilities, condition (financial or otherwise) or prospects or (ii) except for the representations and neither Seller nor warranties made by Parent in Article II, any oral or written information presented to Buyer or any of its Representatives in the course of their due diligence investigation of the Business Companies and the Business, the negotiation of this Agreement and the other Transaction Documents or the course of the Transactions. None of Parent, the other Sellers, the Business Companies or any other Person shall will have or be subject to any Liability liability or other obligation to Buyer, its Representatives or any Person resulting from the use by Buyer or any other Person resulting from, Seller or of its Representatives making available to Buyerof any such information, (i) any including information, documents, projections, estimates forecasts or budgets for the Business or (ii) any materials, documents or information relating to Seller, the Group Companies, the Transferred Assets, the Transferred Liabilities or the Business other material made available to Buyer or its Representatives in certain any “data rooms,” offering memorandum”, teaser, confidential information memorandum, memorandum or management presentations or otherwisein connection with the Transactions, unless any such information is expressly and specifically included in each case, except as expressly covered by a representation or warranty set forth contained in Article III of II or in any certificate delivered pursuant to this Agreement and then only as expressly provided in this Agreement or in any other Transaction Documentsuch certificate. In connection with Buyer’s investigation Parent and each of the Business, Seller has delivered, or made available to Buyer other Sellers and its Affiliates and Representatives, certain projections and other forecasts, including projected financial statements, cash flow items and other data of Seller and its Subsidiaries relating to the Business Companies disclaim any and certain business plan information of the Business. Buyer acknowledges that there are uncertainties inherent in attempting to make such projections all other representations and other forecasts and plans and accordingly is not relying on themwarranties, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to itwhether express or implied, and that Buyer and its Affiliates and Representatives shall have no claim against the Retained Companies expressly disclaims reliance on any such other representations or any other Person with respect thereto, except, in each case, to the extent covered by a representation and warranty set forth in Article III of this Agreement. Accordingly, Buyer acknowledges that, without limiting the generality of Section 3.28, none of the Retained Companies nor any of their respective Representatives have made any representation or warranty with respect to such projections and other forecasts and planswarranties.

No Additional Representations; No Reliance. (a) Buyer The Purchaser acknowledges and agrees that none of neither the Retained Companies Seller nor any of their respective Representativesits Affiliates, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Group Companies, the Group Company Interests, the Business, the Transferred Assets, the Transferred Liabilities Assets or other matters that are is not specifically included in Article III of this Agreement (subject to or the Disclosure Schedules) or in the express representations and warranties made by Seller or the Group Companies in any other Transaction Document. Without limiting the generality of the foregoing, none of neither the Retained Companies Seller nor any of their respective Representatives, its Affiliates nor any other Person, Person has made a representation or warranty to Buyer the Purchaser with respect to, and neither the Seller nor any other Person Person, shall be subject to any Liability to Buyer the Purchaser or any other Person resulting from, the Seller or its Representatives representatives making available to Buyerthe Purchaser, (i) any projections, estimates or budgets for the Business Business, or (ii) any materials, documents or information relating to Seller, the Group Companies, the Transferred Assets, the Transferred Liabilities Seller or the Business made available to Buyer the Purchaser or its Representatives counsel, accountants or advisors in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article III IV of this Agreement or in any other Transaction DocumentAgreement. In connection with Buyerthe Purchaser’s investigation of the Business, the Seller has delivered, or made available to Buyer the Purchaser and its Affiliates Affiliates, agents and Representativesrepresentatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of the Seller and its Subsidiaries Affiliates relating to the Business and certain business plan information of the Business. Buyer The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer the Purchaser is familiar with such uncertainties, that Buyer the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer the Purchaser and its Affiliates Affiliates, agents and Representatives representatives shall have no claim against the Retained Companies or any other Person with respect thereto, except, in each case, to the extent covered by a representation and warranty set forth in Article III of this Agreement. Accordingly, Buyer acknowledges that, without limiting the generality of Section 3.28, none of the Retained Companies nor any of their respective Representatives have made any representation or warranty with respect to such projections and other forecasts and plans.

No Additional Representations; No Reliance. (a) Buyer acknowledges and agrees that none neither Seller nor any of the Retained Companies FH Share Sellers, the FH Asset Sellers nor any of their respective RepresentativesSubsidiaries, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Group Transferred FH Companies, the Group Company Intereststheir Closing Subsidiaries, the Business, the Transferred FH Assets, the Transferred Liabilities Acquired FH Assets, the FH Business or other matters that are is not specifically included in Article III of this Agreement (subject to the Disclosure Schedules) or in the express representations and warranties made by Seller or the Group Companies in any other Transaction DocumentSeller’s Disclosure Letter. Without limiting the generality of the foregoing, none of the Retained Companies neither Seller nor any of the FH Share Sellers, the FH Asset Sellers nor their respective Representatives, Subsidiaries nor any other Person, Person has made a representation or warranty to Buyer with respect to, and neither Seller nor any other Person Person, shall be subject to any Liability liability to Buyer or any other Person resulting from, Seller or its Representatives representatives making available to Buyer, (i) any projections, estimates or budgets for the Business Transferred FH Companies or the FH Business, or (ii) any materials, documents or information relating to Sellerthe Transferred FH Companies or their Closing Subsidiaries, the Group CompaniesFH Share Sellers, the Transferred Assets, the Transferred Liabilities FH Asset Sellers or the FH Business made available to Buyer or its Representatives counsel, accountants or advisors in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article III of this Agreement or in any other Transaction DocumentAgreement. In connection with Buyer’s investigation of the FH Business, Seller has delivered, or made available to Buyer and its Affiliates respective Affiliates, agents and Representativesrepresentatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Seller and its Subsidiaries relating to the FH Business and certain business plan information of the FH Business. Buyer acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer and its Affiliates Affiliates, agents and Representatives representatives shall have no claim against the Retained Companies or any other Person with respect thereto, except, in each case, to the extent covered by a representation and warranty set forth in Article III of this Agreement. Accordingly, Buyer acknowledges thatthat neither Seller nor any FH Share Seller, without limiting the generality of Section 3.28, none of the Retained Companies nor any FH Asset Seller nor any of their respective Representatives representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans.

No Additional Representations; No Reliance. (a) Buyer acknowledges and agrees that none neither Seller nor any of the Retained Companies FH Share Sellers, the FH Asset Sellers nor any of their respective RepresentativesSubsidiaries, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Group Transferred FH Companies, the Group Company Intereststheir Closing Subsidiaries, the Business, the Transferred FH Assets, the Transferred Liabilities Acquired FH Assets, the FH Business or other matters that are is not specifically included in Article III of this Agreement (subject to the Disclosure Schedules) or in the express representations and warranties made by Seller or the Group Companies in any other Transaction DocumentSeller’s Disclosure Letter. Without limiting the generality of the foregoing, none of the Retained Companies neither Seller nor any of the FH Share Sellers, the FH Asset Sellers nor their respective Representatives, Subsidiaries nor any other Person, Person has made a representation or warranty to Buyer with respect to, and neither Seller nor any other Person Person, shall be subject to any Liability liability to Buyer or any other Person resulting from, Seller or its Representatives representatives making available to Buyer, (i) any projections, estimates or budgets for the Business Transferred FH Companies or the FH Business, or (ii) any materials, documents or information relating to Sellerthe Transferred FH Companies or their Closing Subsidiaries, the Group CompaniesFH Share Sellers, the Transferred Assets, the Transferred Liabilities FH Asset Sellers or the FH Business made available to Buyer or its Representatives counsel, accountants or advisors in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article III of this Agreement or in any other Transaction DocumentAgreement. In connection with Buyer’s investigation of the FH Business, Seller has delivered, or made available to Buyer and its Affiliates respective Affiliates, agents and Representativesrepresentatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Seller and its Subsidiaries relating to the FH Business and certain business plan information of the FH Business. Buyer acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer and its Affiliates Affiliates, agents and Representatives representatives shall have no claim against the Retained Companies or any other Person with respect thereto, except, in each case, to the extent covered by a representation and warranty set forth in Article III of this Agreement. Accordingly, Buyer acknowledges thatthat neither Seller nor any FH Share Seller, without limiting the generality of Section 3.28, none of the Retained Companies nor any FH Asset Seller nor any of their respective Representatives representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans.. (b) Notwithstanding anything contained in this Agreement, it is the explicit intent of the parties hereto that the Seller, the FH Share Sellers and the FH Asset Sellers are not making any representation or warranty whatsoever, express or implied, beyond those expressly given in Article III of this Agreement, including (except as expressly provided in Article III of this Agreement and subject to the terms and conditions of this Agreement) any implied warranty or representation as to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to any of the FH Assets and, except as expressly provided in Article III of this Agreement and subject to the terms and conditions of this Agreement, it is understood that Buyer is acquiring the Transferred FH Companies and their Closing Subsidiaries as is and where is with all faults as of the Closing Date with any and all defects. (c) In furtherance of the foregoing, Buyer acknowledges that it is not relying on any representation or warranty of Seller, the FH Asset Sellers or the FH Share Sellers, other than those representations and warranties specifically set forth in Article III of this Agreement. Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations and projected operations of the FH Business and the nature and condition of its properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article III and the other terms and conditions set forth in this Agreement. 29 Section 4.18

No Additional Representations; No Reliance. (a) Buyer acknowledges and agrees that none of the Retained Companies nor any of their respective Representatives, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Group Companies, the Group Company Interests, the Business, the Transferred Assets, the Transferred Liabilities Pre-Closing Restructuring or other matters that are not specifically included in Article III of this Agreement (subject to and the Disclosure Schedules) or in the express representations and warranties made by Seller or the Group Companies in any other Transaction DocumentDocuments. Without limiting the generality of the foregoing, except as covered by a representation or warranty set forth in Article III of this Agreement or the other Transaction Documents, none of the Retained Companies nor any of their respective Representatives, nor any other Person, has made a representation or warranty to Buyer with respect to, and neither Seller nor any other Person shall be subject to any Liability to Buyer or any other Person resulting from, Seller or its Representatives making available to Buyer, (i) any projections, estimates or budgets for the Business or (ii) any materials, documents or information relating to Seller, the Group Companies, the Transferred Assets, the Transferred Liabilities Pre-Closing Restructuring or the Business made available to Buyer or its Representatives in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article III of this Agreement or in any the other Transaction DocumentDocuments. In connection with Buyer’s investigation of the Business, Seller has delivered, or made available to Buyer and its Affiliates and Representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Seller and its Subsidiaries Affiliates relating to the Business and certain business plan information of the Business. Buyer acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on themsuch projections and other forecasts and plans, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer and its Affiliates and Representatives shall have no claim against the Retained Companies or any other Person with respect thereto, except, except in each case, to the extent covered by a representation and warranty set forth in Article III case of this AgreementFraud. Accordingly, Buyer acknowledges that, without limiting the generality of Section 3.283.32, none of the Retained Companies nor any of their respective Representatives have made any representation or warranty with respect to such projections and other forecasts and plans.

No Additional Representations; No Reliance. (a) Buyer acknowledges Parent represents and agrees warrants that none of the Retained Companies nor or any of their respective Representatives, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Group Companies, the Group Company Interests, the Business, the Transferred Assets, the Transferred Liabilities Purchased Interests or other matters that except for those representations and warranties as are not specifically included in Article III of this Agreement (subject to the Disclosure Schedules) or in the express representations and warranties made by Seller or the Group Companies in any other Transaction Document). Without limiting the generality of the foregoing, none of the Retained Companies nor or any of their respective Representatives, nor or any other Person, has made a representation or warranty to Buyer the Buyers with respect to, and neither Seller the Sellers nor any other Person shall be subject to any Liability to Buyer the Buyers or any other Person resulting from, Seller the Sellers or its their Representatives making available to Buyerthe Buyers, (i) any projections, estimates or budgets for the Business Group Companies or (ii) any materials, documents or information relating to Seller, the Sellers or the Group Companies, the Transferred Assets, the Transferred Liabilities or the Business Companies made available to Buyer the Buyers or its their Representatives in certain “data rooms,” offering memorandummemoranda, confidential information memorandummemoranda, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article III of this Agreement or in any other Transaction DocumentAgreement. In connection with BuyerBuyer Parent’s investigation of the BusinessGroup Companies, Seller Parent has delivered, or made available to Buyer Parent and its Affiliates and Representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Seller and its Subsidiaries the Group Companies relating to the Business and certain business plan information of the BusinessGroup Companies. Buyer Parent acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer Parent is familiar with such uncertainties, that Buyer Parent is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer Parent and its Affiliates and Representatives shall have no claim against the Retained Companies or any other Person with respect thereto, except, in each case, to the extent covered by a representation and warranty set forth in Article III of this Agreement. Accordingly, Buyer Parent acknowledges that, without limiting the generality of Section 3.28, none of the Retained Companies nor or any of their respective Representatives have made any representation or warranty with respect to such projections and other forecasts and plans.

No Additional Representations; No Reliance. (a) Buyer acknowledges The Buyers and agrees GLBE acknowledge and agree that none of except for the Retained Companies nor any of their respective Representatives, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Group Companies, the Group Company Interests, the Business, the Transferred Assets, the Transferred Liabilities or other matters that are not specifically included in Article III of this Agreement (subject to the Disclosure Schedules) or in the express representations and warranties made by the Sellers in Article III or in any certificate delivered by the Sellers to the Buyers at the Closing pursuant to the terms of this Agreement, they are not relying on, and no member of the Seller Group or any other Person makes, any other express or implied representation or warranty with respect to any member of the Seller Group (including the Transferred Entities) or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Business or the Group Companies in Transferred Entities, including any implied warranty or representation as to the value, condition, non- infringement, merchantability, suitability or fitness for a particular purpose as to the Transferred Equity Interests or any of the assets of the Business or the Transferred Entities, notwithstanding the delivery or disclosure to the Buyers or any of their Representatives of any documentation, forecasts or other Transaction Documentinformation with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, none the Buyers and GLBE acknowledge and agree that they are not relying on, and no member of the Retained Companies nor any of their respective Representatives, nor Seller Group or any other Person, Person makes or has made a any express or implied representation or warranty to Buyer the Buyers or any of their Representatives with respect to, (a) any financial projection, forecast, estimate, budget or prospective information relating to the Business, the Transferred Entities or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects or (b) except for the representations and neither warranties made by the Sellers in Article III or in any certificate delivered by the Sellers to the Buyers at the Closing pursuant to the terms of this Agreement, any oral or written information presented to the Buyers or any of their Affiliates or Representatives in the course of their due diligence investigation of the Business and the Transferred Entities, the negotiation of this Agreement and the Transaction Documents or the course of the Transaction. Except as expressly set forth in this Agreement, no member of the Seller nor Group or any other Person shall will have or be subject to any Liability liability or other obligation to Buyer Buyers, their Affiliates, Representatives or any other Person resulting fromfrom the sale of the Transferred Equity Interests to Buyers, Seller the consummation of the Transaction or its Buyers’ use of, or the use by any of their Affiliates or Representatives making available to Buyerof any such information, (i) any including information, documents, projections, estimates forecasts or budgets for the Business or (ii) any materials, documents or information relating to Seller, the Group Companies, the Transferred Assets, the Transferred Liabilities or the Business other material made available to Buyer the Buyers, their Affiliates or its Representatives in certain any “data rooms,” offering memorandum”, teaser, confidential information memorandum, memorandum or management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article III of this Agreement or in any other Transaction Document. In connection with Buyer’s investigation of the BusinessTransaction. The Sellers disclaim any and all other representations and warranties, Seller has delivered, whether express or made available to Buyer and its Affiliates and Representatives, certain projections and other forecasts, including projected financial statements, cash flow items and other data of Seller and its Subsidiaries relating to the Business and certain business plan information of the Business. Buyer acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer and its Affiliates and Representatives shall have no claim against the Retained Companies or any other Person with respect thereto, except, in each case, to the extent covered by a representation and warranty set forth in Article III of this Agreement. Accordingly, Buyer acknowledges that, without limiting the generality of Section 3.28, none of the Retained Companies nor any of their respective Representatives have made any representation or warranty with respect to such projections and other forecasts and plansimplied.

No Additional Representations; No Reliance. (a) Buyer acknowledges and agrees that none of the Retained Companies neither CECity nor any of the Shareholders nor their respective RepresentativesAffiliates, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Group Companies, the Group Company InterestsCECity, the Business, the Transferred Assets, the Transferred Liabilities Shares or other matters that are not specifically included in Article III of this Agreement (subject to or the Disclosure Schedules) or in the express representations and warranties made by Seller or the Group Companies in any other Transaction DocumentSchedule. Without limiting the generality of the foregoing, none of the Retained Companies neither CECity nor any of the Shareholders nor their respective Representatives, Affiliates (nor any other Person, ) has made a representation or warranty to Buyer with respect to, and neither Seller CECity nor any of the Shareholders nor their respective Affiliates (nor any other Person Person) shall be subject to to, any Liability liability to Buyer or any other Person resulting from, Seller CECity, the Shareholders, or its their respective Representatives making available to Buyer, (i) any projections, estimates or budgets for the Business Business, or (ii) any materials, documents or information relating to SellerCECity, the Group CompaniesBusiness, the Transferred Assets, the Transferred Liabilities or the Business Shares made available to Buyer or its Affiliate or their respective Representatives in certain “data rooms,” the Data Room or any offering memorandum, confidential information memorandum, management presentations presentation or otherwise, in each case, case except as expressly covered by a representation or warranty set forth in Article ARTICLE III or ARTICLE IV of this Agreement or in any other Transaction Documentcertificate delivered to Buyer pursuant to this Agreement. In connection with Buyer’s investigation of CECity and the BusinessBusiness and CECity’s assets and properties, Seller CECity has delivered, or made available to Buyer and its Affiliates and their respective Representatives, certain projections and other forecastsforecasts including but not limited to, including projected financial statements, cash flow items and other data of Seller and its Subsidiaries CECity relating to the Business and certain business plan information of the Business. Buyer acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer and its Affiliates and their respective Representatives shall have no claim against the Retained Companies or any other Person with respect thereto, except, in each case, to the extent covered by a representation and warranty set forth in Article III of this Agreement. Accordingly, Buyer acknowledges that, without limiting the generality of Section 3.2810.19, none neither CECity nor any of the Retained Companies Shareholders, nor any of their respective Representatives or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans.

No Additional Representations; No Reliance. (a) Buyer acknowledges and agrees that none of the Retained Companies neither DuPont nor any of the Sellers or their respective RepresentativesSubsidiaries, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Group Transferred DPC Companies, the Group Company Intereststheir Subsidiaries, the Business, the Transferred DPC Assets, the Transferred Liabilities Joint Ventures, the DPC Business or other matters that are not except as specifically included in Article III of this Agreement, the Seller's Disclosure Schedule or any Related Agreement (subject to collectively, such representations expressly contained herein and therein, the Disclosure Schedules) or in the express representations and warranties made by "Seller or the Group Companies in any other Transaction DocumentRepresentations"). Without limiting the generality of the foregoing, none of the Retained Companies except as expressly covered by a Seller Representation, neither DuPont nor any of the Sellers or their respective Representatives, Subsidiaries nor any other Person, Person has made a representation or warranty to Buyer with respect to, and neither Seller DuPont nor any other Person Person, shall be subject to any Liability liability to Buyer or any other Person resulting from, Seller DuPont or its Representatives representatives making available to Buyer, (i) any projections, estimates or budgets for the Business Transferred DPC Companies or the DPC Business, or (ii) any materials, documents or information relating to Sellerthe Transferred DPC Companies or their Subsidiaries, the Group CompaniesJoint Ventures, the Transferred Assets, the Transferred Liabilities Sellers or the DPC Business made available to Buyer or its Representatives counsel, accountants or advisors in certain “"data rooms,” " offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article III of this Agreement or in any other Transaction Document. In connection with Buyer’s 's investigation of the DPC Business, Seller DuPont has delivered, or made available to Buyer and its Affiliates respective Affiliates, agents and Representativesrepresentatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Seller DuPont and its Subsidiaries relating to the DPC Business and certain business plan information of the DPC Business. Buyer acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer and its Affiliates Affiliates, agents and Representatives representatives shall have no claim against the Retained Companies or any other Person with respect thereto, except, in each case, to the extent covered by a representation and warranty set forth in Article III of this Agreement. Accordingly, Buyer acknowledges that, without limiting the generality of Section 3.283.20, none of the Retained Companies neither DuPont nor any Seller, nor any of their respective Representatives representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans.

No Additional Representations; No Reliance. (a) Buyer acknowledges and agrees that none of the Retained Companies neither TDY nor any of ATI nor their respective RepresentativesAffiliates (including the Transferred Subsidiaries), nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Group CompaniesTungsten Materials Assets, the Group Company Interests, the Tungsten Materials Business, the Transferred AssetsSubsidiaries, the Transferred Liabilities Shares or other matters that are not specifically included in Article III of this Agreement (subject to the Disclosure Schedules) or in the express representations and warranties made by Seller or the Group Companies in any other Transaction DocumentSeller’s Disclosure Schedule. Without limiting the generality of the foregoing, none of the Retained Companies neither TDY nor any of ATI nor their respective Representatives, Affiliates (including the Transferred Subsidiaries) nor any other Person, Person has made a representation or warranty to Buyer with respect to, and neither Seller TDY nor ATI nor their respective Affiliates nor any other Person Person, shall be subject to any Liability liability (except with respect to claims based on fraud or intentional misrepresentation) to Buyer or any other Person resulting from, Seller TDY, ATI or its their respective Representatives making available to Buyer, (i) any projections, estimates or budgets for the Tungsten Materials Business or the Transferred Subsidiaries, or (ii) any materials, documents or information relating to SellerTDY, the Group Companies, the Transferred Tungsten Materials Assets, the Transferred Liabilities Tungsten Materials Business, the Shares or the Business Transferred Subsidiaries made available to Buyer or its Representatives counsel, accountants or advisors in certain “data rooms,” the Data Room or any offering memorandum, confidential information memorandum, management presentations presentation or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article ARTICLE III of this Agreement or in any other Transaction DocumentAgreement. In connection with Buyer’s investigation of the BusinessTungsten Materials Assets, Seller the Tungsten Materials Business and the Transferred Subsidiaries, TDY has delivered, or made available to Buyer and its respective Affiliates and Representatives, certain projections and other forecastsforecasts including but not limited to, including projected financial statements, cash flow items and other data of Seller ATI and its Subsidiaries relating to the Tungsten Materials Business and the Transferred Subsidiaries and certain business plan information of the Business. Buyer acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer and its Affiliates and Representatives shall have no claim against the Retained Companies or any other Person with respect thereto, except, in each case, to the extent covered by a representation and warranty set forth in Article III of this Agreement. Accordingly, Buyer acknowledges that, without limiting the generality of Section 3.28, none of the Retained Companies nor any of their respective Representatives have made any representation or warranty with respect to such projections and other forecasts and plans.Tungsten Materials

No Additional Representations; No Reliance. Except for the representations and warranties made by Parent in this ARTICLE IV and in any certificates or other documents delivered pursuant to this Agreement, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or Merger Sub or their respective businesses, operations, assets, liabilities, conditions (afinancial or otherwise) Buyer acknowledges or prospects in connection with this Agreement or the transactions contemplated hereby, and agrees that Parent hereby disclaims any such other representations or warranties. Further, Parent and Merger Sub acknowledge and agree that, except for the representations and warranties made by the Company in ARTICLE III, neither the Company nor any other Person has made, and none of Parent, Merger Sub or any other Person has relied on, any express or implied representation or warranty with respect to the Retained Companies nor Company or its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the transactions contemplated hereby, or with respect to any financial projection, forecast, estimate, budget or prospect information relating to the Company, any of its Subsidiaries or their respective businesses, or any oral or written information presented to Parent, Merger Sub or any of their respective Representatives, nor any other Person, has made any representation Affiliates or warranty, express or implied, as to Representatives in the accuracy or completeness course of any information regarding their due diligence investigation of the Group CompaniesCompany, the Group Company Interests, the Business, the Transferred Assets, the Transferred Liabilities or other matters that are not specifically included in Article III negotiation of this Agreement (subject to the Disclosure Schedules) or in the course of the transactions contemplated hereby. Notwithstanding the foregoing, nothing in this Section 4.10 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express representations and warranties made by Seller or the Group Companies Parent and Merger Sub in any other Transaction Document. Without limiting the generality of the foregoing, none of the Retained Companies nor any of their respective Representatives, nor any other Person, has made a representation or warranty to Buyer with respect to, and neither Seller nor any other Person shall be subject to any Liability to Buyer or any other Person resulting from, Seller or its Representatives making available to Buyer, (i) any projections, estimates or budgets for the Business or (ii) any materials, documents or information relating to Seller, the Group Companies, the Transferred Assets, the Transferred Liabilities or the Business made available to Buyer or its Representatives in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article III of this Agreement or in any other Transaction Document. In connection with Buyer’s investigation of the Business, Seller has delivered, or made available to Buyer and its Affiliates and Representatives, certain projections and other forecasts, including projected financial statements, cash flow items and other data of Seller and its Subsidiaries relating to the Business and certain business plan information of the Business. Buyer acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer and its Affiliates and Representatives shall have no claim against the Retained Companies or any other Person with respect thereto, except, in each case, to the extent covered by a representation and warranty set forth in Article III of this Agreement. Accordingly, Buyer acknowledges that, without limiting the generality of Section 3.28, none of the Retained Companies nor any of their respective Representatives have made any representation or warranty with respect to such projections and other forecasts and plansARTICLE IV.

No Additional Representations; No Reliance. (a) Buyer Purchaser acknowledges and agrees that except for the representations and warranties in Article II and Article III (including the related portions of the Disclosure Letter) or any Ancillary Document, it is the intent of the parties that none of Seller, the Retained Companies nor any of their respective Representatives, nor Company or any other Personperson makes, has made and Purchaser is not relying upon, any other express or implied representation or warranty, express or implied, as warranty with respect to the accuracy Business, Seller, the Company or completeness of its businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Group Companies, the Group Company Interests, the Business, Seller or the Transferred AssetsCompany. In particular, and without limiting the Transferred Liabilities or other matters that are not specifically included in Article III generality of this Agreement (subject to the Disclosure Schedules) or in foregoing, except for the express representations and warranties made by Seller or the Group Companies Company in any other Transaction Document. Without limiting Article II or Article III (including the generality related portions of the foregoingDisclosure Letter) or any Ancillary Document, none of Seller, the Retained Companies nor any of their respective Representatives, nor Company or any other Person, person makes or has made a any express or implied representation or warranty to Buyer Purchaser or any of its representatives with respect toto (a) any financial projection, forecast, estimate, budget or prospect information relating to the Business or (b) except for the representations and neither warranties made by Seller nor or the Company in this Agreement or any certificate or other document delivered in connection with the transactions contemplated by this Agreement, including any Ancillary Document, any oral or written information presented to Purchaser or any of its affiliates or representatives in the course of their due diligence investigation of Seller, the Company or the Business, the negotiation of this Agreement and the Ancillary Documents or the course of the Transactions. Subject to the terms of this Agreement and the Ancillary Documents, none of Seller, the Company or any other Person shall person will have or be subject to any Liability liability or other obligation to Buyer any other person, its affiliates, representatives or any other Person person resulting fromfrom the sale of the Shares to Purchaser, Seller the consummation of the Transactions or Purchaser’s use of, or the use by any of its Representatives making available to Buyeraffiliates or representatives of any such information, (i) any including information, documents, projections, estimates forecasts or budgets for the Business or (ii) any materials, documents or information relating to Seller, the Group Companies, the Transferred Assets, the Transferred Liabilities or the Business other material made available to Buyer Purchaser, its affiliates or its Representatives representatives in certain any “data rooms,” offering memorandumteaser, confidential information memorandum, memorandum or management presentations or otherwisein connection with the Transactions, unless any such information is included in each case, except as expressly covered by a representation or warranty set forth contained in Article II or Article III of this Agreement or in any other Transaction Document. In connection with Buyer’s investigation (including the related portions of the Business, Seller has delivered, or made available to Buyer and its Affiliates and Representatives, certain projections and other forecasts, including projected financial statements, cash flow items and other data of Seller and its Subsidiaries relating to the Business and certain business plan information of the Business. Buyer acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer and its Affiliates and Representatives shall have no claim against the Retained Companies Disclosure Letter) or any other Person with respect thereto, except, in each case, to the extent covered by a representation and warranty set forth in Ancillary Document Article III of this Agreement. Accordingly, Buyer acknowledges that, without limiting the generality of Section 3.28, none of the Retained Companies nor any of their respective Representatives have made any representation or warranty with respect to such projections and other forecasts and plans.V COVENANTS RELATING TO CONDUCT OF BUSINESS

No Additional Representations; No Reliance. (a) Buyer acknowledges and agrees that none of the Retained Companies neither APD nor any of the Sellers or their respective RepresentativesSubsidiaries, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Group Transferred PMD Companies, the Group Company Intereststheir Subsidiaries, the Business, the Transferred PMD Assets, the Transferred Liabilities PMD Business or other matters that are is not specifically included in Article III of this Agreement (subject to the as modified by Seller’s Disclosure Schedules) or in the express representations and warranties made by Seller or the Group Companies in any other Transaction DocumentSchedule. Without limiting the generality of the foregoing, none of the Retained Companies neither APD nor any of the Sellers or their respective Representatives, Subsidiaries nor any other Person, Person has made a representation or warranty to Buyer with respect to, and neither Seller APD nor any other Person Person, shall be subject to any Liability liability to Buyer or any other Person resulting from, Seller APD or its Representatives representatives making available to Buyer, (i) any projections, estimates or budgets for the Business Transferred PMD Companies or the PMD Business, or (ii) any materials, documents or information relating to Sellerthe Transferred PMD Companies or their Subsidiaries, the Group Companies, the Transferred Assets, the Transferred Liabilities Sellers or the PMD Business made available to Buyer or its Representatives counsel, accountants or advisors in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article III of this Agreement or in any other Transaction Document. In connection with Buyer’s investigation of the Business, Seller has delivered, or made available to Buyer and its Affiliates and Representatives, certain projections and other forecasts, including projected financial statements, cash flow items and other data of Seller and its Subsidiaries relating to the Business and certain business plan information of the BusinessAgreement. Buyer acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly it is not relying on themany representation or warranty of APD or the Sellers, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy other than those representations and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer and its Affiliates and Representatives shall have no claim against the Retained Companies or any other Person with respect thereto, except, in each case, to the extent covered by a representation and warranty warranties specifically set forth in Article III of this AgreementAgreement as modified by Seller’s Disclosure Schedule. Accordingly, Buyer acknowledges that, without limiting the generality of Section 3.28, none that it has conducted an independent investigation of the Retained Companies nor any financial condition, Liabilities, results of their respective Representatives have made any representation or warranty operations and projected operations of the PMD Business and the nature and condition of its properties, assets and businesses and, in making the determination to proceed with respect to such projections the transactions contemplated hereby, has relied solely on the results of its own independent investigation and other forecasts the representations and planswarranties set forth in Article III of this Agreement as modified by Seller’s Disclosure Schedule.

No Additional Representations; No Reliance. (a) Buyer acknowledges and agrees that none of the Retained Companies neither SEE nor any of the other Sellers or their respective RepresentativesSubsidiaries, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Group Transferred Diversey Companies, the Group Company Intereststheir Subsidiaries, the Business, the Transferred Diversey Assets, the Transferred Liabilities Diversey Business or other matters that are is not specifically included in Article III of this Agreement (subject to the Disclosure Schedules) or in the express representations and warranties made by Seller or the Group Companies in any other Transaction DocumentSEE Representations Certificate. Without limiting the generality of the foregoing, none of the Retained Companies neither SEE, nor any of the Sellers or their respective RepresentativesSubsidiaries, nor any other Person, Person has made a representation or warranty to Buyer with respect to, and neither Seller SEE nor any other Person shall be subject to any Liability liability to Buyer or any other Person resulting from, Seller SEE’s (or its Representatives representatives’) making available to Buyer, (i) any projections, estimates forecasts, estimates, or budgets for the Transferred Diversey Companies or the Diversey Business or (ii) any materials, documents documents, or information relating to Seller, the Group CompaniesSellers, the Transferred AssetsDiversey Companies or their Subsidiaries, the Transferred Liabilities or the Diversey Business made available to Buyer or its Representatives counsel, accountants, or advisors in certain “data rooms,” offering memorandumthe Data Room, confidential information memorandumanalyst presentations, memoranda, management presentations presentations, or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article III of this Agreement or in any other Transaction Documentthe SEE Representations Certificate. In connection with Buyer’s investigation of the Diversey Business, Seller SEE has delivered, or made available to Buyer and its Affiliates respective Affiliates, agents and Representativesrepresentatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items items, and other similar forward-looking data of Seller SEE and its Subsidiaries relating to the Diversey Business and certain business plan information of the Diversey Business. Buyer acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to itit and that Buyer, the Diversey Share Buyers, the Diversey Asset Buyers, and that Buyer their respective Subsidiaries, Affiliates, agents, and its Affiliates and Representatives representatives shall have no claim against the Retained Companies or any other Person with respect thereto, except, in each case, to the extent covered by a representation and warranty set forth in Article III of this Agreement. Accordingly, Buyer acknowledges that, without limiting the generality of Section 3.283.19 or the express representations and warranties set forth in this Agreement, none of the Retained Companies neither SEE nor any Seller, nor any of their respective Representatives representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plansforecasts.

No Additional Representations; No Reliance. (a) Buyer Seller acknowledges and agrees that none of the Retained Companies neither Buyer nor any of their respective Representativesits Subsidiaries, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Group Companies, the Group Company Interests, the Business, the Transferred Assets, the Transferred Liabilities Buyer or other matters that are is not specifically included in Article III of this Agreement (subject to the Disclosure Schedules) or in the express representations and warranties made by Seller or the Group Companies in any other Transaction DocumentBuyer’s Disclosure Letter. Without limiting the generality of the foregoing, none of the Retained Companies neither Buyer nor any of their respective Representatives, its Subsidiaries nor any other Person, Person has made a representation or warranty to Buyer Seller with respect to, and neither Seller Buyer nor its Subsidiaries nor any other Person Person, shall be subject to any Liability liability to Buyer Seller or any other Person resulting from, Seller Buyer or its Representatives representatives making available to BuyerSeller, (i) any projections, estimates or budgets for the Business related to Buyer or Buyer’s business, or (ii) any materials, documents or information relating to Seller, the Group Companies, the Transferred Assets, the Transferred Liabilities Buyer or the Business Buyer’s business made available to Buyer Seller or its Representatives counsel, accountants or advisors in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article III IV of this Agreement or in any other Transaction DocumentAgreement. In connection with BuyerSeller’s investigation of the BusinessBuyer or Buyer’s business, Seller Buyer has delivered, or made available to Buyer Seller and its Affiliates respective Affiliates, agents and Representativesrepresentatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Seller Buyer and its Subsidiaries relating to the Business and certain business plan information of the BusinessBuyer and its business. Buyer Seller acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer Seller is familiar with such uncertainties, that Buyer Seller is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer Seller and its Affiliates Affiliates, agents and Representatives representatives shall have no claim against the Retained Companies or any other Person with respect thereto, except, in each case, to the extent covered by a representation and warranty set forth in Article III of this Agreement. Accordingly, Seller acknowledges that neither Buyer acknowledges that, without limiting the generality of Section 3.28, none of the Retained Companies nor any of their respective Representatives its representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans.. (b) In furtherance of the foregoing, Seller acknowledges that it is not relying on any representation or warranty of Buyer other than those representations and warranties specifically set forth in Article IV of this Agreement. Seller acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations and projected operations of Buyer and its business and the nature and condition of its properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article IV and the other terms and conditions set forth in this Agreement. Section 3.27

No Additional Representations; No Reliance. (a) Each Buyer acknowledges and agrees that none of the Retained Companies nor any of Sellers or their respective RepresentativesSubsidiaries, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Group B&K Companies, the Group Company Intereststheir Subsidiaries, the Business, the Transferred B&K Assets, the Transferred Liabilities Joint Ventures, the B&K Business or other matters that are is not specifically included in Article III of this Agreement (subject to the Disclosure Schedules) or in the express representations and warranties made by Seller or the Group Companies in any other Transaction DocumentSeller’s Disclosure Schedule. Without limiting the generality of the foregoing, none of the Retained Companies nor any of Sellers or their respective Representatives, Subsidiaries nor any other Person, Person has made a representation or warranty to Buyer each Buyers with respect to, and neither Seller ASD nor any other Person Person, shall be subject to any Liability liability to such Buyer or any other Person resulting from, Seller or its Representatives from ASD’s making available to such Buyer, (i) any projections, estimates or budgets for the Business B&K Companies’ or any of their Subsidiaries or the B&K Business, (ii) any materials, documents or information relating to Seller, the Group Companies, the Transferred Assets, the Transferred Liabilities B&K Companies and their Subsidiaries or the B&K Business made available to Buyer or its Representatives counsel, accountants or advisors in certain “ASD’s data rooms,” offering memorandum, confidential information memorandum, management presentations room or otherwise, or (iii) the information contained in ASD’s Confidential Memorandum dated February, 2007, in each case, except as expressly covered by a representation or warranty set forth in Article III ARTICLE V of this Agreement or in any other Transaction DocumentAgreement. In connection with Buyer’s Buyers’ investigation of the B&K Business, Seller ASD has delivered, or made available to each Buyer and its Affiliates respective Affiliates, agents and Representativesrepresentatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Seller ASD and its Subsidiaries relating to the B&K Business and certain business plan information of the B&K Business. Each relevant Buyer acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that such Buyer is familiar with such uncertainties, that such Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that such Buyer and its Affiliates Affiliates, agents and Representatives representatives shall have no claim against the Retained Companies or any other Person with respect thereto, except, in each case, to the extent covered by a representation and warranty set forth in Article III of this Agreement. Accordingly, such Buyer acknowledges that, without limiting the generality of Section 3.285.24, none of the Retained Companies no Seller, nor any of their respective Representatives representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans.

No Additional Representations; No Reliance. (a) Buyer acknowledges and agrees that none of the Retained Companies neither TDY nor any of ATI nor their respective RepresentativesAffiliates (including the Transferred Subsidiaries), nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Group CompaniesTungsten Materials Assets, the Group Company Interests, the Tungsten Materials Business, the Transferred AssetsSubsidiaries, the Transferred Liabilities Shares or other matters that are not specifically included in Article III of this Agreement (subject to the Disclosure Schedules) or in the express representations and warranties made by Seller or the Group Companies in any other Transaction DocumentSeller's Disclosure Schedule. Without limiting the generality of the foregoing, none of the Retained Companies neither TDY nor any of ATI nor their respective Representatives, Affiliates (including the Transferred Subsidiaries) nor any other Person, Person has made a representation or warranty to Buyer with respect to, and neither Seller TDY nor ATI nor their respective Affiliates nor any other Person Person, shall be subject to any Liability liability (except with respect to claims based on fraud or intentional misrepresentation) to Buyer or any other Person resulting from, Seller TDY, ATI or its their respective Representatives making available to Buyer, (i) any projections, estimates or budgets for the Tungsten Materials Business or the Transferred Subsidiaries, or (ii) any materials, documents or information relating to SellerTDY, the Group Companies, the Transferred Tungsten Materials Assets, the Transferred Liabilities Tungsten Materials Business, the Shares or the Business Transferred Subsidiaries made available to Buyer or its Representatives counsel, accountants or advisors in certain “data rooms,” the Data Room or any offering memorandum, confidential information memorandum, management presentations presentation or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article ARTICLE III of this Agreement or in any other Transaction DocumentAgreement. In connection with Buyer’s 's investigation of the BusinessTungsten Materials Assets, Seller the Tungsten Materials Business and the Transferred Subsidiaries, TDY has delivered, or made available to Buyer and its respective Affiliates and Representatives, certain projections and other forecastsforecasts including but not limited to, including projected financial statements, cash flow items and other data of Seller ATI and its Subsidiaries relating to the Tungsten Materials Business and the Transferred Subsidiaries and certain business plan information of the Tungsten Materials Business. Buyer acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer and its Affiliates and Representatives shall have no claim (except with respect to claims based on fraud or intentional misrepresentation) against the Retained Companies or any other Person with respect thereto, except, in each case, to the extent covered by a representation and warranty set forth in Article III of this Agreement. Accordingly, Buyer acknowledges that, without limiting the generality of Section 3.283.23, none of the Retained Companies neither TDY nor ATI, nor any of their respective Representatives or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans.

No Additional Representations; No Reliance. (a) Buyer acknowledges and agrees that none of the Retained Companies neither Seller nor any of their respective its equityholders, Affiliates or Representatives, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Group CompaniesPrecoat Subsidiaries, the Group Company Interests, the Business, the Transferred Assets, the Transferred Liabilities Precoat Business or other matters that are not specifically included in Article III of this Agreement (subject to as qualified by the Disclosure related Schedules) or in the express representations and warranties made by Seller or the Group Companies in any other Transaction Documentcertificate delivered pursuant to Section 8.02(c). Without limiting the generality of the foregoing, none of the Retained Companies neither Seller nor any of their respective its equityholders, Affiliates or Representatives, nor any other Person, has made a representation or warranty to Buyer with respect to, and neither Seller nor any other Person shall be subject to any Liability to Buyer or any other Person resulting from, Seller or its Representatives making available to Buyer, (i) any projections, estimates or budgets for the Precoat Business or (ii) any materials, documents or information relating to Seller, the Group Companies, the Transferred Assets, the Transferred Liabilities Precoat Subsidiaries or the Precoat Business made available to Buyer or its Representatives in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations presentations, due diligence discussions or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article III of this Agreement (as qualified by the related Schedules) or in any other Transaction Documentthe certificate delivered pursuant to Section 8.02(c). In connection with Buyer’s investigation of the Precoat Business, Seller has delivered, or made available to Buyer and its Affiliates and Representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Seller and its Subsidiaries relating to the Precoat Business and certain business plan information of the Precoat Business. Buyer acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer and its Affiliates and Representatives shall have no claim against the Retained Companies Seller or any of its equityholders, Affiliates or any other Person with respect thereto, except, in each case, to the extent covered by a representation and warranty as explicitly set forth in Article III of this AgreementAgreement (as qualified by the related Schedules) or the certificate delivered pursuant to Section 8.02(c). Accordingly, Buyer acknowledges that, without limiting the generality of Section 3.283.25, none of the Retained Companies neither Seller nor any of their respective its equityholders, Representatives or Affiliates have made any representation or warranty with respect to such projections and other forecasts and plans, except as expressly covered by a representation or warranty set forth in Article III of this Agreement (as qualified by the related Schedules) or the certificate delivered pursuant to Section 8.02(c).

No Additional Representations; No Reliance. (a) Buyer acknowledges Except as specifically provided herein, the Sellers acknowledge and agrees agree that none of neither the Retained Companies nor any of Parent, the Purchaser or their respective RepresentativesAffiliates, nor any other Person, has have made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Group Companies, the Group Company Interests, the Business, the Transferred Assets, the Transferred Liabilities Parent or Purchaser or other matters that are is not specifically included in Article III of this Agreement (subject to the Disclosure Schedules) or in the express representations and warranties made by Seller or the Group Companies in any other Transaction DocumentAgreement. Without limiting the generality of the foregoing, none of neither the Retained Companies nor any of Parent, the Purchaser or their respective RepresentativesAffiliates, nor any other Person, Person has made a representation or warranty to Buyer the Sellers with respect to, and neither Seller the Parent, the Purchaser or their respective Affiliates, nor any other Person Person, shall be subject to any Liability liability to Buyer the Sellers or any other Person resulting from, Seller the Parent, Purchaser or its Representatives their respective representatives making available to Buyerthe Sellers, (i) any projections, estimates or budgets for related to the Business Parent’s business, or (ii) any materials, documents or information relating to Seller, the Group Companies, the Transferred Assets, the Transferred Liabilities or the Business Parent’s business made available to Buyer the Sellers or its Representatives their counsel, accountants or advisors in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article III IV of this Agreement or in any other Transaction DocumentAgreement. In connection with Buyer’s the Sellers’ investigation of the BusinessParent and the Parent’s business, Seller the Parent has delivered, or made available to Buyer the Sellers and its Affiliates their respective Affiliates, agents and Representativesrepresentatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Seller the Parent and its Subsidiaries relating to the Business and certain business plan information of the BusinessParent and its business. Buyer acknowledges The Sellers acknowledge that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer is the Sellers are familiar with such uncertainties, that Buyer is the Sellers are taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer the Sellers and its Affiliates their respective Affiliates, agents and Representatives representatives shall have no claim against the Retained Companies or any other Person with respect thereto, except, in each case, to the extent covered by a representation and warranty set forth in Article III of this Agreement. Accordingly, Buyer acknowledges that, without limiting the generality of Section 3.28, none of Sellers acknowledge that neither the Retained Companies Parent nor any of their respective Representatives its representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans.

No Additional Representations; No Reliance. (a) Buyer acknowledges and agrees that none of the Retained Companies neither DuPont nor any of the Sellers or their respective RepresentativesSubsidiaries, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Group Transferred DPC Companies, the Group Company Intereststheir Subsidiaries, the Business, the Transferred DPC Assets, the Transferred Liabilities Joint Ventures, the DPC Business or other matters that are not except as specifically included in Article III of this Agreement, the Seller’s Disclosure Schedule or any Related Agreement (subject to collectively, such representations expressly contained herein and therein, the Disclosure Schedules) or in the express representations and warranties made by “Seller or the Group Companies in any other Transaction DocumentRepresentations”). Without limiting the generality of the foregoing, none of the Retained Companies except as expressly covered by a Seller Representation, neither DuPont nor any of the Sellers or their respective Representatives, Subsidiaries nor any other Person, Person has made a representation or warranty to Buyer with respect to, and neither Seller DuPont nor any other Person Person, shall be subject to any Liability liability to Buyer or any other Person resulting from, Seller DuPont or its Representatives representatives making available to Buyer, (i) any projections, estimates or budgets for the Business Transferred DPC Companies or the DPC Business, or (ii) any materials, documents or information relating to Sellerthe Transferred DPC Companies or their Subsidiaries, the Group CompaniesJoint Ventures, the Transferred Assets, the Transferred Liabilities Sellers or the DPC Business made available to Buyer or its Representatives counsel, accountants or advisors in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article III of this Agreement or in any other Transaction Document. In connection with Buyer’s investigation of the DPC Business, Seller DuPont has delivered, or made available to Buyer and its Affiliates respective Affiliates, agents and Representativesrepresentatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Seller DuPont and its Subsidiaries relating to the DPC Business and certain business plan information of the DPC Business. Buyer acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer and its Affiliates Affiliates, agents and Representatives representatives shall have no claim against the Retained Companies or any other Person with respect thereto, except, in each case, to the extent covered by a representation and warranty set forth in Article III of this Agreement. Accordingly, Buyer acknowledges that, without limiting the generality of Section 3.283.20, none of the Retained Companies neither DuPont nor any Seller, nor any of their respective Representatives representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans.

No Additional Representations; No Reliance. (a) Buyer Each of Parent and Merger Sub acknowledges and agrees that none of except for the Retained Companies nor any of their respective Representatives, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Group Companies, the Group Company Interests, the Business, the Transferred Assets, the Transferred Liabilities or other matters that are not specifically included in Article III of this Agreement (subject to the Disclosure Schedules) or in the express representations and warranties made by Seller the Company in Article IV, neither the Company nor any other Person makes any other express or implied representation or warranty with respect to the Company, the Company Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company or the Group Companies in Company Subsidiaries, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Representatives of any documentation, forecasts or other Transaction Documentinformation with respect to any one or more of the foregoing. Without Each of Parent and Merger Sub acknowledges and agrees that, without limiting the generality of the foregoing, none of neither the Retained Companies nor any of their respective Representatives, Company nor any other Person, Person makes or has made a any express or implied representation or warranty to Buyer with respect toParent, and neither Seller nor any other Person shall be subject to any Liability to Buyer Merger Sub or any other Person resulting from, Seller or its Representatives making available to Buyer, (i) any projections, estimates or budgets for the Business or (ii) any materials, documents or information relating to Seller, the Group Companies, the Transferred Assets, the Transferred Liabilities or the Business made available to Buyer or its Representatives in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article III of this Agreement or in any other Transaction Document. In connection with Buyer’s investigation of the Business, Seller has delivered, or made available to Buyer and its Affiliates and Representatives, certain projections and other forecasts, including projected financial statements, cash flow items and other data of Seller and its Subsidiaries relating to the Business and certain business plan information of the Business. Buyer acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer and its Affiliates and Representatives shall have no claim against the Retained Companies or any other Person with respect thereto, except, in each case, to the extent covered by a representation and warranty set forth in Article III of this Agreement. Accordingly, Buyer acknowledges that, without limiting the generality of Section 3.28, none of the Retained Companies nor any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, the Company Subsidiaries or their respective businesses or (b) except for the representations and warranties made by the Company in Article IV, any oral or written information presented to Parent, Merger Sub or any of their respective Representatives in the course of their due diligence investigation of the Company and any Company Subsidiary, the negotiation of this Agreement or the course of the Transaction. Each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub, any of their respective Affiliates or Representatives or any Person resulting from the consummation of the Transaction or the use by Parent, Merger Sub or any of their respective Affiliates or Representatives of any such information, including information, documents, projections, forecasts or other material made available to Parent, Merger Sub or any of their respective Affiliates or Representatives in the Confidential Information Memorandum, any “data rooms”, teaser, confidential information or management presentations in connection with the Transaction, unless any such information is expressly and specifically included in a representation or warranty contained in Article IV; provided, however, that the limitation in this sentence shall not limit the liability of any Company Affiliate arising as a result of Acquired Company Fraud. In addition to the foregoing, each of Parent and Merger Sub acknowledges and agrees that (x) neither the Company nor any other Person has made any express or implied representation or warranty with respect to such projections the environmental condition of, compliance with Environmental Laws of, or the presence of Hazardous Substances on or along, the Lac Megantic Tracks, and other forecasts (y) Parent and plansMerger Sub shall accept the Lac Megantic Tracks “as is, where-is” and with all faults and defects in their present condition.