Common use of No Additional Representations Clause in Contracts

No Additional Representations. PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSING, SELLERS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALS, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTS.

No Additional Representations. PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY CLOSING DOCUMENT DOCUMENTS DELIVERED BY SELLERS AT CLOSING, SELLERS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR WASTES, AS DEFINED BY THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., OR ANY HAZARDOUS MATERIALS, (K) THE ASSUMABILITY OF THE ASSUMED DEBT, (L) THE ASSIGNABILITY OF SELLERS’ GROUND LEASEHOLD INTERESTS UNDER THE GROUND LEASES, AND (KM) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTS. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT SELLERS, UNLESS OTHERWISE REQUIRED BY LAW, ARE UNDER NO DUTY TO MAKE ANY AFFIRMATIVE DISCLOSURES REGARDING ANY MATTER WHICH MAY BE KNOWN TO SELLERS.

No Additional Representations. PURCHASER PARENT ACKNOWLEDGES THAT IT AND AGREES ITS REPRESENTATIVES HAVE BEEN PERMITTED FULL AND COMPLETE ACCESS TO THE BOOKS AND RECORDS, FACILITIES, EQUIPMENT, CONTRACTS, INSURANCE POLICIES (OR SUMMARIES THEREOF) AND OTHER PROPERTIES AND ASSETS OF THE COMPANY AND THE COMPANY SUBSIDIARIES THAT IT AND ITS REPRESENTATIVES HAVE DESIRED OR REQUESTED TO SEE OR REVIEW, AND THAT IT AND ITS REPRESENTATIVES HAVE HAD A FULL OPPORTUNITY TO MEET WITH THE OFFICERS AND EMPLOYEES OF THE COMPANY AND THE COMPANY SUBSIDIARIES TO DISCUSS THE BUSINESS OF THE COMPANY AND THE COMPANY SUBSIDIARIES. PARENT ACKNOWLEDGES THAT (I) NEITHER THE COMPANY NOR ANY OTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE COMPANY OR ANY COMPANY SUBSIDIARY OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE COMPANY AND THE COMPANY SUBSIDIARIES FURNISHED OR MADE AVAILABLE TO PARENT AND ITS REPRESENTATIVES, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, (II) PARENT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY FROM THE COMPANY, ANY COMPANY SUBSIDIARY OR ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSINGOTHER PERSON IN DETERMINING TO ENTER INTO THIS AGREEMENT, SELLERS EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT AND (III) NO PERSON SHALL HAVE NOT MADEOR BE SUBJECT TO ANY LIABILITY TO PARENT OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PARENT, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONSOR PARENT’S USE, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND SUCH INFORMATION, INCLUDING ANY INFORMATION, DOCUMENTS OR CHARACTER WHATSOEVERMATERIAL MADE AVAILABLE TO PARENT IN ANY PHYSICAL OR ELECTRONIC “DATA ROOMS”, WHETHER MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PARENT ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTYFINANCIAL PROJECTIONS, INCLUDINGFORECASTS, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS COST ESTIMATES AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING OTHER PREDICTIONS RELATING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALS, COMPANY AND (K) WHETHER PURCHASER WILL BE ABLE THE COMPANY SUBSIDIARIES MADE AVAILABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSPARENT.

No Additional Representations. PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1 OF THIS AGREEMENT OR AND IN ANY CLOSING DOCUMENT DOCUMENTS DELIVERED PURSUANT TO THE TERMS HEREOF BY SELLERS SELLER TO PURCHASER AT CLOSING, SELLERS HAVE SELLER HAS NOT MADE, DO DOES NOT MAKE AND SPECIFICALLY DISCLAIM DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, PROPERTY INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, AND (J) ANY MATTER REGARDING TERMITES OR WASTES, AS DEFINED BY THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., OR ANY HAZARDOUS MATERIALS, AS HEREINAFTER DEFINED. PURCHASER FURTHER ACKNOWLEDGES AND (K) WHETHER PURCHASER WILL AGREES THAT SELLER, UNLESS OTHERWISE REQUIRED BY LAW, IS UNDER NO DUTY TO MAKE ANY AFFIRMATIVE DISCLOSURES REGARDING ANY MATTER WHICH MAY BE ABLE KNOWN TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSSELLER.

No Additional Representations. PURCHASER ACKNOWLEDGES AND AGREES THAT NOTWITHSTANDING ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS, CONFIDENTIAL INFORMATION MEMORANDA, MANAGEMENT PRESENTATIONS OR OTHER SUPPLEMENTAL DATA) MADE AVAILABLE TO OR DISCLOSED TO ACQUIRORS OR THEIR REPRESENTATIVES, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE II, THE REAL ESTATE PURCHASE AGREEMENT OR ANY CLOSING DOCUMENT CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY SELLERS AT CLOSINGSELLER, SELLERS HAVE NOT MADETHE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES PURSUANT TO THIS AGREEMENT OR THE REAL ESTATE PURCHASE AGREEMENT, DO NOT MAKE SELLER AND SPECIFICALLY THE COMPANY EXPRESSLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS REPRESENTATIONS OR GUARANTIES WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVERNATURE, WHETHER EXPRESS OR IMPLIED, ORAL AS TO THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITIONS (FINANCIAL OR WRITTENOTHERWISE) OR PROSPECTS OR ANY OTHER BUSINESSES, PASTASSETS OR LIABILITIES OF SELLER AND ITS SUBSIDIARIES OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, PRESENT OR FUTURETHE ACCURACY OR COMPLETENESS OF ANY SUCH DOCUMENTATION OR OTHER INFORMATION SO MADE AVAILABLE OR DISCLOSED. EACH OF SELLER AND THE COMPANY SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, OFUSAGE, AS TO, CONCERNING SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION ASSETS OF THE PROPERTYCOMPANY, (B) ANY PART THEREOF, THE CONSTRUCTION WORKMANSHIP THEREOF, AND THE ABSENCE OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE WATERREAL ESTATE PURCHASE AGREEMENT OR IN ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY SELLER, SOIL AND GEOLOGY THE COMPANY OR EITHER OR BOTH OF THE PROPERTY, (D) THE INCOME THEM PURSUANT TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY THIS AGREEMENT OR THE OPERATION THEREOF WITH ANY LAWSREAL ESTATE PURCHASE AGREEMENT, RULESSUCH ASSETS ARE BEING ACQUIRED “AS IS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) WHERE IS” ON THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALSCLOSING DATE, AND (K) WHETHER PURCHASER WILL IN THEIR PRESENT CONDITION, AND ACQUIRORS ARE RELYING ONLY ON THEIR OWN RESPECTIVE EXAMINATION AND INVESTIGATION THEREOF AS WELL AS THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND THE COMPANY SET FORTH IN THIS AGREEMENT, THE REAL ESTATE PURCHASE AGREEMENT AND ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY SELLER, THE COMPANY OR EITHER OR BOTH OF THEM PURSUANT HERETO OR THERETO. THE PROVISIONS OF THIS SECTION 2.24 SHALL NOT, AND SHALL NOT BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSDEEMED OR CONSTRUED TO, WAIVE OR RELEASE ANY CLAIMS FOR FRAUD.

No Additional Representations. PURCHASER ACKNOWLEDGES AND AGREES THAT WITHOUT LIMITING ANY CLAIM FOR FRAUD IN THE MAKING OF A REPRESENTATION OR WARRANTY CONTAINED IN THIS ARTICLE V OR IN ANY OTHER TRANSACTION DOCUMENT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT Article V OR IN ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSINGOTHER TRANSACTION DOCUMENT, SELLERS HAVE NOT MADE, Parent and Merger Sub DO NOT MAKE AND SPECIFICALLY DISCLAIM HAve NOT MADE ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS REPRESENTATION OR GUARANTIES WARRANTY IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. Each of Parent and Merger Sub EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVERNATURE, WHETHER EXPRESS OR IMPLIED, ORAL NOTWITHSTANDING THE DELIVERY OR WRITTENDISCLOSURE TO the Company, PASTthe Key Persons, PRESENT the Company Members, the Equityholders’ Representative, his, her, its or their AFFILIATES OR FUTURETHEIR RESPECTIVE OFFICERS, OFDIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), INCLUDING AS TOTO THE CONDITION, CONCERNING VALUE OR QUALITY OF the ASSETS of Parent and its Subsidiaries, AND each of Parent and Merger Sub SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO ASSETS of Parent and its Subsidiaries, ANY PART THEREOF, THE PROPERTYWORKMANSHIP THEREOF, INCLUDING, WITHOUT LIMITATION, (A) AND THE NATURE, QUALITY OR PHYSICAL CONDITION ABSENCE OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF WHETHER LATENT OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALS, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTS.PATENT. Article VI

No Additional Representations. PURCHASER ACKNOWLEDGES AND AGREES THAT WITHOUT LIMITING ANY CLAIM FOR FRAUD IN THE MAKING OF A REPRESENTATION OR WARRANTY CONTAINED IN THIS ARTICLE III OR IN ANY OTHER TRANSACTION DOCUMENT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT ARTICLE III OR IN ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSINGOTHER TRANSACTION DOCUMENT, SELLERS HAVE NOT MADE, DO SUCH COMPANY MEMBER DOES NOT MAKE AND SPECIFICALLY DISCLAIM HAS NOT MADE ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS REPRESENTATION OR GUARANTIES WARRANTY IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. SUCH COMPANY MEMBER EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVERNATURE, WHETHER EXPRESS OR IMPLIED, ORAL NOTWITHSTANDING THE DELIVERY OR WRITTENDISCLOSURE TO PARENT, PASTITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, PRESENT DIRECTORS, EMPLOYEES, AGENTS OR FUTUREREPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), OFINCLUDING AS TO THE CONDITION, AS TOVALUE OR QUALITY OF SUCH COMPANY MEMBER’S ASSETS, CONCERNING AND SUCH COMPANY MEMBER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO ITS ASSETS, ANY PART THEREOF, THE PROPERTYWORKMANSHIP THEREOF, INCLUDING, WITHOUT LIMITATION, (A) AND THE NATURE, QUALITY OR PHYSICAL CONDITION ABSENCE OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF WHETHER LATENT OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALS, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSPATENT.

No Additional Representations. PURCHASER EXCEPT AS SPECIFICALLY AND EXPRESSLY SET FORTH IN ARTICLE III AND ARTICLE IV HEREOF (IN EACH CASE, AS QUALIFIED BY THE SCHEDULES), (I) NEITHER SELLER, NOR THE COMPANY NOR ANY OF THEIR RESPECTIVE AFFILIATES MADE OR MAKES ANY REPRESENTATION OR WARRANTIES OF ANY KIND OR NATURE WITH RESPECT TO THE MATTERS CONTEMPLATED HEREIN, AND (II) ALL WARRANTIES (WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED) IN REGARD TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION OR DESIGN OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE OR OTHERWISE ARE EXPRESSLY EXCLUDED. BUYER ACKNOWLEDGES AND AGREES THAT IT IS NOT RELYING ON ANY STATEMENT OR REPRESENTATION MADE BY OR ON BEHALF OF SELLER OR THE COMPANY EXCEPT AS SPECIFICALLY SET FORTH IN ARTICLE III AND ARTICLE IV HEREOF (IN EACH CASE, AS QUALIFIED BY THE SCHEDULES), AND THAT NO PERSON HAS BEEN AUTHORIZED BY SELLER OR THE COMPANY TO MAKE ANY REPRESENTATION OR WARRANTY RELATING TO SELLER, THE COMPANY, THE BUSINESSES OF THE COMPANY OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY EXCEPT AS SET FORTH IN ARTICLE III AND ARTICLE IV HEREOF (IN EACH CASE, AS QUALIFIED BY THE SCHEDULES), AND THAT, IF MADE, ANY SUCH REPRESENTATION OR WARRANTY MUST NOT BE RELIED UPON. BUYER FURTHER ACKNOWLEDGES THAT NEITHER SELLER, THE COMPANY NOR ANY OTHER PERSON OR ENTITY WILL HAVE OR BE SUBJECT TO ANY LIABILITY TO BUYER RESULTING FROM THE DISTRIBUTION TO BUYER OR ITS REPRESENTATIVES, OR BUYER’S USE OF, ANY INFORMATION REGARDING SELLER, THE COMPANY OR THE BUSINESS OF THE COMPANY THAT IS NOT THE SUBJECT OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE III AND ARTICLE IV HEREOF (IN EACH CASE, AS QUALIFIED BY THE SCHEDULES, INCLUDING ANY PROJECTIONS OR OTHER INFORMATION PROVIDED BY OR ON BEHALF OF THE COMPANY OR SET FORTH IN THE COMPANY’S CONFIDENTIAL INFORMATION MEMORANDUM OR MANAGEMENT PRESENTATIONS RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. BUYER ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SPECIFICALLY SET FORTH IN THIS AGREEMENT ARTICLE III AND ARTICLE IV HEREOF (IN EACH CASE, AS QUALIFIED BY THE SCHEDULES, ANY ESTIMATES, PROJECTIONS, PREDICTIONS, DATA, FINANCIAL INFORMATION, MEMORANDA, PRESENTATIONS OR ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSING, SELLERS HAVE OTHER MATERIALS OR INFORMATION PROVIDED OR ADDRESSED TO IT ARE NOT MADE, DO AND SHALL NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME BE DEEMED TO BE DERIVED FROM OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF SELLER, THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES COMPANY OR ANY HAZARDOUS MATERIALS, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSOF THEIR RESPECTIVE AFFILIATES.

No Additional Representations. PURCHASER BUYER ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR AND IN ANY DOCUMENTS DELIVERED PURSUANT TO THE TERMS HEREOF BY SELLER TO BUYER AT THE CLOSE OF ESCROW (“CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSINGDOCUMENTS”), SELLERS HAVE SELLER HAS NOT MADE, DO DOES NOT MAKE AND SPECIFICALLY DISCLAIM DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, PROPERTY INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER BUYER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREINPROPERTY, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, AND (J) ANY MATTER REGARDING TERMITES OR WASTES, AS DEFINED BY THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., OR ANY HAZARDOUS MATERIALS, AS HEREINAFTER DEFINED. BUYER FURTHER ACKNOWLEDGES AND (K) WHETHER PURCHASER WILL AGREES THAT SELLER, UNLESS OTHERWISE REQUIRED BY LAW, IS UNDER NO DUTY TO MAKE ANY AFFIRMATIVE DISCLOSURES REGARDING ANY MATTER THAT MAY BE ABLE KNOWN TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSSELLER.

No Additional Representations. PURCHASER ACKNOWLEDGES AND AGREES THAT (A) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT ARTICLE IV, NONE OF JGW, JGW MERGER SUB OR THEIR SUBSIDIARIES OR ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSINGOF THEIR RESPECTIVE OFFICERS, SELLERS HAVE NOT MADEDIRECTORS, DO NOT MAKE AND SPECIFICALLY DISCLAIM MANAGERS, MEMBERS, STOCKHOLDERS, AFFILIATES, EMPLOYEES OR REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATIONSREPRESENTATION OR WARRANTY, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL AT LAW OR WRITTENIN EQUITY, PASTIN RESPECT OF JGW, PRESENT JGW MERGER SUB OR FUTURETHEIR SUBSIDIARIES, OFTHE CAPITAL STOCK OR OTHER EQUITY INTERESTS OR THE ASSETS OF JGW, AS TOJGW MERGER SUB OR THEIR SUBSIDIARIES, CONCERNING OR INCLUDING WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (AI) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR (II) THE NATUREPROBABLE SUCCESS OR PROFITABILITY OF JGW, QUALITY JGW MERGER SUB OR PHYSICAL CONDITION OF THEIR SUBSIDIARIES AFTER THE PROPERTY, CLOSING AND (B) EXCEPT AS SET FORTH IN THIS ARTICLE IV, NONE OF JGW, JGW MERGER SUB OR THEIR SUBSIDIARIES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO PEACH GROUP, ORCHARD, PEACH INC. OR THEIR SUBSIDIARIES OR TO ANY OTHER PERSON RESULTING FROM THE CONSTRUCTION DISTRIBUTION TO PEACH GROUP, ORCHARD, PEACH INC. OR THEIR SUBSIDIARIES OR REPRESENTATIVES OF, OR PEACH GROUP’S, ORCHARD’S, PEACH INC.’S OR THEIR SUBSIDIARIES’ USE OF, ANY INFORMATION RELATING TO JGW, JGW MERGER SUB OR THEIR SUBSIDIARIES, INCLUDING ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PEACH GROUP, ORCHARD, PEACH INC. OR THEIR SUBSIDIARIES, WHETHER ORALLY OR IN WRITING, IN MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, RESPONSES TO QUESTIONS OR REQUESTS SUBMITTED BY OR ON BEHALF OF PEACH GROUP, ORCHARD, PEACH INC. OR THEIR SUBSIDIARIES OR IN ANY OTHER FORM IN CONSIDERATION OR INVESTIGATION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF SUCH OTHER REPRESENTATION OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALS, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSWARRANTY IS HEREBY EXPRESSLY DISCLAIMED.

No Additional Representations. PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN ARTICLE 3 AND IN THIS AGREEMENT ARTICLE 4 (AS MODIFIED BY THE DISCLOSURE SCHEDULES), SELLER (A) EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSING, SELLERS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVERNATURE, WHETHER EXPRESS OR IMPLIED, ORAL AS TO THE PURCHASED SECURITIES OR WRITTENTHE CONDITION, PASTVALUE OR QUALITY OF ANY OF THE ACQUIRED COMPANIES OR ANY OF THE ACQUIRED COMPANIES’ ASSETS, PRESENT AND (B) SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR FUTUREWARRANTY OF MERCHANTABILITY, OFUSAGE, AS TO, CONCERNING SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION ANY OF THE PROPERTYACQUIRED COMPANIES’ ASSETS, (B) OR AS TO THE CONSTRUCTION WORKMANSHIP THEREOF, OR THE ABSENCE OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, WHETHER LATENT OR PATENT. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 3 AND THIS ARTICLE 4 (C) AS MODIFIED BY THE WATERDISCLOSURE SCHEDULES), SOIL SELLER HEREBY DISCLAIMS, FOR ITSELF, ITS AFFILIATES AND GEOLOGY EACH OF THE PROPERTYACQUIRED COMPANIES, ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (DORALLY OR IN WRITING) THE INCOME TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, ESTIMATES, BUSINESS PLANS, BUDGETS, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE DERIVED FROM THE PROPERTYPROVIDED TO BUYER BY ANY DIRECTOR, (E) THE SUITABILITY MANAGER, MEMBER, OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF SELLER, ANY AFFILIATES OF SELLER OR ANY OF THE PROPERTY FOR ACQUIRED COMPANIES). NEITHER THE ACQUIRED COMPANIES NOR SELLER OR ITS AFFILIATES MAKES OR HAVE MADE ANY AND ALL REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING ANY PROJECTION OR FORECAST REGARDING FUTURE RESULTS OR ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES PROBABLE SUCCESS OR REGULATIONS PROFITABILITY OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALS, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSACQUIRED COMPANIES.

No Additional Representations. PURCHASER ACKNOWLEDGES EACH OF PARENT AND AGREES THAT MERGER SUB HEREBY ACKNOWLEDGES, AGREES, REPRESENTS AND WARRANTS THAT, EXCEPT AS SPECIFICALLY AND EXPRESSLY SET FORTH IN THIS AGREEMENT ARTICLE 3 HEREOF (IN EACH CASE, AS QUALIFIED BY THE DISCLOSURE SCHEDULE) AND IN EACH TRANSACTION DOCUMENT: (A) NEITHER THE ACQUIRED COMPANIES NOR ANY COMPANY AFFILIATE MAKES, OR SHALL BE DEEMED TO MAKE, NOR HAS PARENT OR MERGER SUB RELIED UPON, ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSING, SELLERS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS REPRESENTATION OR GUARANTIES WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVERNATURE (WHETHER WRITTEN OR ORAL, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR ) WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION OF THE PROPERTY, MATTERS CONTEMPLATED HEREBY; (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND ALL WARRANTIES (WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREINWRITTEN OR ORAL, (CEXPRESS OR IMPLIED) THE WATERIN REGARD TO MERCHANTABILITY, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, CONDITION OR DESIGN OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE OR OTHERWISE ARE EXPRESSLY EXCLUDED; (HC) THE MARKETABILITY IT IS NOT RELYING ON ANY STATEMENT OR REPRESENTATION MADE BY OR ON BEHALF OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES ACQUIRED COMPANY OR ANY HAZARDOUS COMPANY AFFILIATE EXCEPT AS SPECIFICALLY SET FORTH IN ARTICLE 3 HEREOF (IN EACH CASE, AS QUALIFIED BY THE DISCLOSURE SCHEDULE) AND IN EACH TRANSACTION DOCUMENT; (D) NO PERSON HAS BEEN AUTHORIZED, EXPRESSLY OR IMPLICITLY, BY ANY ACQUIRED COMPANY OR ANY COMPANY AFFILIATE TO MAKE ANY REPRESENTATION OR WARRANTY RELATING TO ANY ACQUIRED COMPANY OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY EXCEPT AS SET FORTH IN ARTICLE 3 HEREOF (IN EACH CASE, AS QUALIFIED BY THE DISCLOSURE SCHEDULE) AND IN EACH TRANSACTION DOCUMENT AND THAT, IF MADE, ANY SUCH REPRESENTATION OR WARRANTY HAS NOT BEEN RELIED UPON; AND (E) HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST EACH ACQUIRED COMPANY AND EACH COMPANY AFFILIATE IN CONNECTION WITH THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY STATEMENTS, INFORMATION, DATA OR OTHER MATERIALS, WRITTEN OR ORAL, OR DOCUMENTS HERETOFORE PROVIDED OR MADE AVAILABLE TO PARENT OR MERGER SUB IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSEXCEPT AS SPECIFICALLY SET FORTH IN ARTICLE 3 HEREOF, AS QUALIFIED BY THE DISCLOSURE SCHEDULE, AND IN EACH TRANSACTION DOCUMENT). NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL LIMIT OR RESTRICT ANY CLAIM BASED ON OR ARISING OUT OF “FRAUD” AS DEFINED IN THIS AGREEMENT.

No Additional Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY IN THIS SECTION 2.1, NEITHER THE COMPANY NOR ANY OTHER PERSON MAKES (AND THE PURCHASER HEREBY ACKNOWLEDGES AND AGREES ON BEHALF OF ITSELF AND ITS AFFILIATES AND REPRESENTATIVES THAT IT HAS NOT RELIED UPON) ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE PURCHASED STOCK, THE CLASS A COMMON STOCK OR THE COMPANY OR ANY OF THE COMPANY SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION OR PROSPECTS, AND THE COMPANY HEREBY DISCLAIMS ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES. IN PARTICULAR, WITHOUT LIMITING THE FOREGOING DISCLAIMER, NEITHER THE COMPANY NOR ANY OTHER PERSON MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY TO THE PURCHASER, OR ANY OF ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO (I) ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET OR PROSPECT INFORMATION RELATING TO THE COMPANY OR ANY OF THE COMPANY SUBSIDIARIES OR THEIR RESPECTIVE BUSINESS, OR (II) EXCEPT AS FOR THE REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY IN THIS SECTION 2.1, ANY ORAL OR WRITTEN INFORMATION PRESENTED TO THE PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES IN THE COURSE OF THEIR DUE DILIGENCE INVESTIGATION OF THE COMPANY, THE NEGOTIATION OF THIS AGREEMENT OR IN THE COURSE OF THE TRANSACTIONS CONTEMPLATED HEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NOTHING IN THIS AGREEMENT SHALL LIMIT THE RIGHT OF THE PURCHASER TO RELY ON THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY CLOSING DOCUMENT CERTIFICATE DELIVERED BY SELLERS AT CLOSINGHEREUNDER, SELLERS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM NOR WILL ANYTHING IN THIS AGREEMENT OPERATE TO LIMIT ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR CLAIM BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY PURCHASER FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALS, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSFRAUD.

No Additional Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY IN THIS SECTION 2.1, NEITHER THE COMPANY NOR ANY OTHER PERSON MAKES (AND EACH PURCHASER HEREBY ACKNOWLEDGES AND AGREES ON BEHALF OF ITSELF AND ITS AFFILIATES AND REPRESENTATIVES THAT IT HAS NOT RELIED UPON) ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE PURCHASED STOCK OR ANY OF THE SUBSIDIARIES OF THE COMPANY OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION OR PROSPECTS, AND THE COMPANY HEREBY DISCLAIMS ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES. IN PARTICULAR, WITHOUT LIMITING THE FOREGOING DISCLAIMER, NEITHER THE COMPANY NOR ANY OTHER PERSON MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY TO THE PURCHASERS, OR ANY OF THEIR AFFILIATES OR REPRESENTATIVES WITH RESPECT TO (I) ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET OR PROSPECT INFORMATION RELATING TO THE COMPANY OR ANY OF THE SUBSIDIARIES OF THE COMPANY OR THEIR RESPECTIVE BUSINESSES, OR (II) EXCEPT AS FOR THE REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY IN THIS SECTION 2.1, ANY ORAL OR WRITTEN INFORMATION PRESENTED TO THE PURCHASERS OR ANY OF THEIR AFFILIATES OR REPRESENTATIVES IN THE COURSE OF THEIR DUE DILIGENCE INVESTIGATION OF THE COMPANY, THE NEGOTIATION OF THIS AGREEMENT OR IN THE COURSE OF THE TRANSACTIONS CONTEMPLATED HEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NOTHING IN THIS AGREEMENT SHALL NEGATE THE EXISTENCE OR IMPAIR THE EFFECT OF, OR LIMIT THE RIGHT OF THE PURCHASERS TO RELY ON, THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS EXPRESSLY SET FORTH IN THIS AGREEMENT, NOR WILL ANYTHING IN THIS AGREEMENT OR OPERATE TO LIMIT ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSING, SELLERS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR CLAIM BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY PURCHASERS FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALS, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSFRAUD.

No Additional Representations. PURCHASER ACKNOWLEDGES AND AGREES THAT NOTWITHSTANDING ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS, CONFIDENTIAL INFORMATION MEMORANDA, MANAGEMENT PRESENTATIONS OR OTHER SUPPLEMENTAL DATA) MADE AVAILABLE TO OR DISCLOSED TO J&J OR ITS REPRESENTATIVES, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT ARTICLE III, OR ANY CLOSING DOCUMENT CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY SELLERS AT CLOSINGPARENT, SELLERS HAVE NOT MADESELLER OR ANY OF THEIR RESPECTIVE AFFILIATES PURSUANT TO THIS AGREEMENT, DO NOT MAKE PARENT AND SPECIFICALLY SELLER EXPRESSLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS REPRESENTATIONS OR GUARANTIES WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVERNATURE, WHETHER EXPRESS OR IMPLIED, ORAL AS TO THE BUSINESS, OPERATION OF THE BUSINESS, ASSETS, LIABILITIES, CONDITIONS (FINANCIAL OR WRITTENOTHERWISE) OR PROSPECTS OF THE GROUP COMPANIES OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, PASTOR THE ACCURACY OR COMPLETENESS OF ANY SUCH DOCUMENTATION OR OTHER INFORMATION SO MADE AVAILABLE OR DISCLOSED. EACH OF PARENT AND SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, PRESENT USAGE, SUITABILITY OR FUTURE, OF, AS TO, CONCERNING OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PROPERTYASSETS, INCLUDINGANY PART THEREOF, WITHOUT LIMITATIONTHE WORKMANSHIP THEREOF, (A) AND THE NATURE, QUALITY OR PHYSICAL CONDITION ABSENCE OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, SUCH ASSETS ARE BEING ACQUIRED “AS IS, WHERE IS” ON THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALSCLOSING DATE, AND (K) WHETHER PURCHASER WILL IN THEIR PRESENT CONDITION, AND J&J IS RELYING ONLY ON ITS OWN RESPECTIVE EXAMINATION AND INVESTIGATION THEREOF AS WELL AS THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF PARENT AND SELLER SET FORTH IN THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.31 SHALL NOT, AND SHALL NOT BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSDEEMED OR CONSTRUED TO, WAIVE OR RELEASE ANY CLAIMS FOR FRAUD.

No Additional Representations. PURCHASER ACKNOWLEDGES PXXXXXXXXX ACKNOWLEDGE THAT (i) NONE OF VITRO, THE COMPANY, THE COMPANY SUBSIDIARIES OR ANY OTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AS TO THE COMPANY OR ANY COMPANY SUBSIDIARY OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE COMPANY AND AGREES THAT THE COMPANY SUBSIDIARIES FURNISHED OR MADE AVAILABLE TO PURCHASERS AND THEIR REPRESENTATIVES, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, AND (ii) PURCHASERS HAVE NOT RELIED ON ANY REPRESENTATION OR WARRANTY FROM VITRO, OR ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSINGOTHER PERSON IN DETERMINING TO ENTER INTO THIS AGREEMENT, SELLERS HAVE EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT. THE FOREGOING SHALL NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM OPERATE TO LIMIT OR WAIVE ANY OF THE REPRESENTATIONS, WARRANTIES, PROMISESCOVENANTS OR INDEMNITIES OF VITRO SET FORTH IN THIS AGREEMENT. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT, COVENANTS, AGREEMENTS OR GUARANTIES THE COMPANY ASSETS ARE WITHOUT ANY OTHER WARRANTIES OF ANY KIND NATURE, INCLUDING WARRANTIES OF MERCHANTABILITY OR CHARACTER WHATSOEVERFITNESS FOR ANY PARTICULAR PURPOSE. FURTHER, WHETHER EXPRESS OR IMPLIEDTHE PARTIES AGREE THAT THE REPRESENTATIONS, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT WARRANTIES AND REMEDIES GRANTED BY VITRO TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS PURCHASERS SHALL BE LIMITED TO THOSE SET FORTH IN THIS AGREEMENT AND WHETHER THERE EXISTS SHALL NOT INCLUDE ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALS, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSOTHER REMEDY CONTEMPLATED AT LAW.

No Additional Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY IN THIS SECTION 2.1, NEITHER THE COMPANY NOR ANY OTHER PERSON MAKES (AND THE PURCHASER HEREBY ACKNOWLEDGES AND AGREES ON BEHALF OF ITSELF AND ITS AFFILIATES AND REPRESENTATIVES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IT HAS NOT RELIED UPON) ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSING, SELLERS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL IMPLIED REPRESENTATION OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WARRANTY WITH RESPECT TO THE PROPERTYPURCHASED STOCK, INCLUDINGTHE COMMON STOCK OR THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION OR PROSPECTS, AND THE COMPANY HEREBY DISCLAIMS ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES. IN PARTICULAR, WITHOUT LIMITATIONLIMITING THE FOREGOING DISCLAIMER, (A) NEITHER THE NATURE, QUALITY COMPANY NOR ANY OTHER PERSON MAKES OR PHYSICAL CONDITION OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS HAS MADE ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF REPRESENTATION OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING WARRANTY TO THE PROPERTYPURCHASER, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALSOF ITS AFFILIATES OR REPRESENTatives with respect to (i) any financial projection, AND forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (Kii) WHETHER except for the representations and warranties made by the Company in this SECTION 2.1, ANY ORAL OR WRITTEN INFORMATION PRESENTED TO THE PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSOR ANY OF ITS AFFILIATES OR REPRESENTATIVES IN THE COURSE OF THEIr due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Purchaser to rely on the representations, warranties, covenants and agreements expressly set forth in this Agreement or in any certificate delivered hereunder, nor will anything in this Agreement operate to limit any claim by the Purchaser for fraud.

No Additional Representations. PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN ARTICLE 4 AND THIS AGREEMENT OR ANY CLOSING DOCUMENT DELIVERED ARTICLE 5 (AS MODIFIED BY SELLERS AT CLOSINGTHE DISCLOSURE LETTER), SELLERS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY EXPRESSLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS REPRESENTATIONS OR GUARANTIES WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVERNATURE, WHETHER EXPRESS OR IMPLIED, ORAL AS TO THE CONDITION, VALUE OR WRITTENQUALITY OF THE COMPANY OR ANY OF THE ACQUIRED ASSETS, PASTAND SELLERS SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, PRESENT USAGE, SUITABILITY OR FUTURE, OF, AS TO, CONCERNING OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION ANY OF THE PROPERTYACQUIRED ASSETS, (B) OR AS TO THE CONSTRUCTION WORKMANSHIP THEREOF, OR THE ABSENCE OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT SUCH ACQUIRED ASSETS ARE BEING ACQUIRED "AS IS, WHERE IS" ON THE CLOSING DATE, AND IN THEIR PRESENT CONDITION, AND BUYER SHALL RELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 4 AND ARTICLE 5 HEREOF (CAS MODIFIED BY THE DISCLOSURE LETTER), SELLERS HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF PARENT OR THE WATER, SOIL AND GEOLOGY COMPANY OR ANY OF ITS AFFILIATES). NEITHER PARENT NOR THE COMPANY MAKES ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING ANY PROJECTION OR FORECAST REGARDING FUTURE RESULTS OR ACTIVITIES OR THE PROBABLE SUCCESS OR PROFITABILITY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALS, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSCOMPANY.

No Additional Representations. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN THIS AGREEMENT AND IN THE INSTRUMENTS OF CLOSING, PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSING, SELLERS HAVE NOT MADE, DO DOES NOT MAKE AND SPECIFICALLY DISCLAIM DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTYGEOLOGY, (DB) THE INCOME TO BE DERIVED FROM THE PROPERTY, (EC) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (FD) THE COMPLIANCE OF OR BY THE PROPERTY OR THE ITS OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVERBODY, (GE) THE HABITABILITY HABITABILITY, MERCHANTABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY PURPOSE OF THE PROPERTY PROPERTY, OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (IF) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, (J) AND SPECIFICALLY DISCLAIMS ANY MATTER REPRESENTATIONS REGARDING TERMITES OR WASTES, AS DEFINED BY THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., OR ANY HAZARDOUS MATERIALSSUBSTANCE, AS DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980 ("CERCLA"), AS AMENDED, AND REGULATIONS PROMULGATED THEREUNDER. EXCEPT TO THE EXTENT ANY CLAIM, DAMAGE, LOSS OR LIABILITY RESULTS FROM ANY ACT OR OMISSION OF SELLERS, PURCHASER, ITS SUCCESSORS AND ASSIGNS, HEREBY WAIVE, RELEASE AND AGREE NOT TO MAKE ANY CLAIM OR BRING ANY COST RECOVERY ACTION OR CLAIM FOR CONTRIBUTION OR OTHER ACTION OR CLAIM AGAINST SELLERS OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR ASSIGNS (KCOLLECTIVELY, "SELLERS AND ITS AFFILIATES") WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSBASED ON (A) ANY FEDERAL, STATE, OR LOCAL ENVIRONMENTAL OR HEALTH AND SAFETY LAW OR REGULATION, INCLUDING CERCLA OR ANY STATE EQUIVALENT, OR ANY SIMILAR LAW NOW EXISTING OR HEREAFTER ENACTED, (B) ANY DISCHARGE, DISPOSAL, RELEASE, OR ESCAPE OF ANY CHEMICAL, OR ANY MATERIAL WHATSOEVER, ON, AT, TO, OR FROM THE PROPERTY; OR (C) ANY ENVIRONMENTAL CONDITIONS WHATSOEVER ON, UNDER, OR IN THE VICINITY OF THE PROPERTY.

No Additional Representations. PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSINGARTICLE IV, SELLERS HAVE NOT MADE, DO SELLER DOES NOT MAKE AND SPECIFICALLY DISCLAIM HAS NOT MADE ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS REPRESENTATION OR GUARANTIES WARRANTY IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. SELLER EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVERNATURE, WHETHER EXPRESS OR IMPLIED, ORAL NOTWITHSTANDING THE DELIVERY OR WRITTENDISCLOSURE TO PURCHASER, PASTITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, PRESENT DIRECTORS, EMPLOYEES, AGENTS OR FUTUREREPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), OFINCLUDING AS TO THE CONDITION, AS TOVALUE OR QUALITY OF SELLER’S ASSETS, CONCERNING AND SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO ITS ASSETS, ANY PART THEREOF, THE PROPERTYWORKMANSHIP THEREOF, INCLUDING, WITHOUT LIMITATION, (A) AND THE NATURE, QUALITY OR PHYSICAL CONDITION ABSENCE OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT SUCH SUBJECT ASSETS ARE BEING ACQUIRED “AS IS, WHERE IS” ON THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALSCLOSING DATE, AND (K) WHETHER IN THEIR PRESENT CONDITION, AND PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSAND ITS AFFILIATES SHALL RELY SOLELY ON THEIR OWN EXAMINATION AND INVESTIGATION THEREOF.

No Additional Representations. PURCHASER ACKNOWLEDGES NEITHER THE COMPANY NOR ANY OF THEIR AFFILIATES NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES IS MAKING ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER WITH RESPECT TO ANY MEMBER OF THE COMPANY GROUP, INCLUDING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY OF THE ASSETS, RIGHTS OR PROPERTIES OF ANY MEMBER OF THE COMPANY GROUP AND AGREES THAT INCLUDING THE ENVIRONMENTAL CONDITION OF ANY PAST OR CURRENT PROPERTY OR FACILITY OF ANY MEMBER OF THE COMPANY GROUP, EXCEPT AS FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE II OF THIS AGREEMENT OR ANY CLOSING DOCUMENT DELIVERED AGREEMENT, AND EXCEPT AS SET FORTH EXPRESSLY IN ARTICLE II (AS MODIFIED BY SELLERS AT CLOSINGTHE DISCLOSURE SCHEDULES), SELLERS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION OF THE PROPERTYASSETS, (B) THE CONSTRUCTION PROPERTIES AND RIGHTS OF THE IMPROVEMENTS COMPANY GROUP SHALL BE “AS IS” AND “WHERE IS.” THE COMPANY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER THERE EXISTS MADE BY THE COMPANY OR ANY CONSTRUCTION DEFECTS THEREIN, OF ITS AFFILIATES (C) THE WATER, SOIL AND GEOLOGY INCLUDING ANY OTHER MEMBER OF THE PROPERTYCOMPANY GROUP) OR ANY OF THEIR RESPECTIVE REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE II, THE COMPANY, ON BEHALF OF ITSELF AND ITS AFFILIATES (D) INCLUDING THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY MEMBERS OF THE PROPERTY COMPANY GROUP), HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY AND ALL ACTIVITIES AND USES WHICH REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY CONDUCT THEREONHAVE BEEN OR MAY BE PROVIDED TO PURCHASER BY ANY REPRESENTATIVE OF THE COMPANY OR ANY OF ITS AFFILIATES (INCLUDING ANY OTHER MEMBER OF THE COMPANY GROUP)). NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, (F) NEITHER THE COMPLIANCE COMPANY NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATIONS OR BY THE PROPERTY WARRANTIES TO PURCHASER REGARDING ANY PROJECTIONS OR THE OPERATION THEREOF WITH ANY LAWSFUTURE OR PROBABLE PROFITABILITY, RULESSUCCESS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVERBUSINESS, (G) THE HABITABILITY OR FITNESS OPPORTUNITIES, RELATIONSHIPS AND OPERATIONS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALS, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSCOMPANY GROUP.

No Additional Representations. PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT ARTICLE 4 (AS MODIFIED BY THE DISCLOSURE LETTER), THE COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSING, SELLERS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVERNATURE, WHETHER EXPRESS OR IMPLIED, ORAL AS TO THE CONDITION, VALUE OR WRITTENQUALITY OF THE COMPANY OR THE COMPANY’S ASSETS, PASTAND THE COMPANY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, PRESENT USAGE, SUITABILITY OR FUTURE, OF, AS TO, CONCERNING OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PROPERTYCOMPANY’S ASSETS, INCLUDINGOR AS TO THE WORKMANSHIP THEREOF, WITHOUT LIMITATION, (A) OR THE NATURE, QUALITY OR PHYSICAL CONDITION ABSENCE OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT SUCH SUBJECT ASSETS ARE BEING ACQUIRED “AS IS, WHERE IS” ON THE WATERCLOSING DATE, SOIL AND GEOLOGY IN THEIR PRESENT CONDITION, AND BUYER SHALL RELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE PROPERTYCOMPANY, HOLDCO AND THE SELLERS CONTAINED IN ARTICLE 4 HEREOF (DAS MODIFIED BY THE DISCLOSURE LETTER), THE COMPANY HEREBY DISCLAIMS, FOR ITSELF, HOLDCO, SELLERS AND SELLERS’ REPRESENTATIVE, ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) THE INCOME TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE DERIVED FROM THE PROPERTYPROVIDED TO BUYER BY ANY DIRECTOR, (E) THE SUITABILITY OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF THE PROPERTY FOR COMPANY OR ANY AND ALL OF ITS AFFILIATES). NONE OF THE COMPANY, HOLDCO, ANY SELLER OR SELLERS’ REPRESENTATIVE MAKES OR HAS MADE ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING ANY PROJECTION OR FORECAST REGARDING FUTURE RESULTS OR ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES PROBABLE SUCCESS OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS PROFITABILITY OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALS, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSCOMPANY.

No Additional Representations. PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SPECIFICALLY SET FORTH IN THIS AGREEMENT OR ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSINGEXCEPT FOR WARRANTIES OF TITLE IN THE DEEDS AND THE XXXX OF SALE, SELLERS HAVE SELLER HAS NOT MADE, DO DOES NOT MAKE AND SPECIFICALLY DISCLAIM DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTYGEOLOGY, (DB) THE INCOME TO BE DERIVED FROM THE PROPERTY, (EC) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (FD) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWSHABITABILITY, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY MERCHANTABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY PURPOSE OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, OR (JE) ANY MATTER REGARDING TERMITES WASTES, AS DEFINED BY THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., OR ANY HAZARDOUS MATERIALSSUBSTANCE, AS DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980 ("CERCLA"), AS AMENDED, AND REGULATIONS PROMULGATED THEREUNDER. PURCHASER, ITS SUCCESSORS AND ASSIGNS, HEREBY WAIVE, RELEASE AND AGREE NOT TO MAKE ANY CLAIM OR BRING ANY COST RECOVERY ACTION OR CLAIM FOR CONTRIBUTION OR OTHER ACTION OR CLAIM AGAINST SELLER OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR ASSIGNS (KCOLLECTIVELY, "SELLER AND ITS AFFILIATES") WHETHER PURCHASER BASED ON (A) ANY FEDERAL, STATE, OR LOCAL ENVIRONMENTAL OR HEALTH AND SAFETY LAW OR REGULATION, INCLUDING CERCLA OR ANY STATE EQUIVALENT, OR ANY SIMILAR LAW NOW EXISTING OR HEREAFTER ENACTED, (B) ANY DISCHARGE, DISPOSAL, RELEASE, OR ESCAPE OF ANY CHEMICAL, OR ANY MATERIAL WHATSOEVER, ON, AT, TO, OR FROM THE PROPERTY; OR (C) ANY ENVIRONMENTAL CONDITIONS WHATSOEVER ON, UNDER, OR IN THE VICINITY OF THE PROPERTY. THE PROVISIONS OF THIS SECTION 4.06 WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSSURVIVE THE CLOSING OR ANY TERMINATION OF THIS AGREEMENT.

No Additional Representations. PURCHASER PARENT ACKNOWLEDGES THAT IT AND AGREES ITS REPRESENTATIVES HAVE BEEN PERMITTED FULL AND COMPLETE ACCESS TO THE BOOKS AND RECORDS, FACILITIES, EQUIPMENT, CONTRACTS, INSURANCE POLICIES (OR SUMMARIES THEREOF) AND OTHER PROPERTIES AND ASSETS OF THE COMPANY AND THE COMPANY SUBSIDIARIES THAT IT AND ITS REPRESENTATIVES HAVE DESIRED OR REQUESTED TO SEE OR REVIEW, AND THAT IT AND ITS REPRESENTATIVES HAVE HAD A FULL OPPORTUNITY TO MEET WITH THE OFFICERS AND EMPLOYEES OF THE COMPANY AND THE COMPANY SUBSIDIARIES TO DISCUSS THE BUSINESS OF THE COMPANY AND THE COMPANY SUBSIDIARIES. PARENT ACKNOWLEDGES THAT (I) NEITHER THE COMPANY NOR ANY OTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE COMPANY OR ANY COMPANY SUBSIDIARY OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE COMPANY AND THE COMPANY SUBSIDIARIES FURNISHED OR MADE AVAILABLE TO PARENT AND ITS REPRESENTATIVES, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, (II) PARENT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY FROM THE COMPANY, ANY COMPANY SUBSIDIARY OR ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSINGOTHER PERSON IN DETERMINING TO ENTER INTO THIS AGREEMENT, SELLERS EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT AND (III) NO PERSON SHALL HAVE NOT MADEOR BE SUBJECT TO ANY LIABILITY TO PARENT OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PARENT, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONSOR PARENT’S USE, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND SUCH INFORMATION, INCLUDING ANY INFORMATION, DOCUMENTS OR CHARACTER WHATSOEVERMATERIAL MADE AVAILABLE TO PARENT IN ANY PHYSICAL OR ELECTRONIC “DATA ROOMS”, WHETHER MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PARENT ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, ORAL OR WRITTENAS TO THE FINANCIAL PROJECTIONS, PASTFORECASTS, PRESENT OR FUTURECOST ESTIMATES AND OTHER PREDICTIONS RELATING TO THE COMPANY AND THE COMPANY SUBSIDIARIES MADE AVAILABLE TO PARENT. THE REPRESENTATIONS AND WARRANTIES OF PARENT SET FORTH IN THIS Section 4.13 SHALL APPLY MUTATIS MUTANDIS TO THE SECOND AMENDED AND RESTATED AGREEMENT AND, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTYSECOND AMENDED AND RESTATED AGREEMENT, INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION SHALL BE MADE AS OF THE PROPERTY, (B) EXECUTION DATE AND THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALS, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSCLOSING DATE.

No Additional Representations. PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT ARTICLE V, NONE OF THE SELLER, NOR ANY OF ITS AGENTS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES, NOR ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSINGOTHER PERSON, SELLERS HAVE NOT MADEMAKES OR SHALL BE DEEMED TO MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES ON BEHALF OF THE SELLER OR THE PURCHASED BUSINESS, DO NOT MAKE AND, EXCEPT AS OTHERWISE SET FORTH IN ARTICLE V, THE SELLER, ON BEHALF OF ITSELF AND SPECIFICALLY DISCLAIM EACH OF THE FOREGOING PERSONS, EXPRESSLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS REPRESENTATIONS OR GUARANTIES WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVERNATURE, WHETHER EXPRESS OR IMPLIED, ORAL AS TO THE CONDITION, VALUE OR WRITTENQUALITY OF THE PURCHASED BUSINESS OR THE PURCHASED ASSETS, PASTAND, PRESENT EXCEPT AS OTHERWISE SET FORTH IN ARTICLE V, THE SELLER, ITS AGENTS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND REPRESENTATIVES SPECIFICALLY DISCLAIM ANY REPRESENTATION OR FUTUREWARRANTY OF MERCHANTABILITY, OFUSAGE, AS TO, CONCERNING SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PROPERTYPURCHASED ASSETS, INCLUDINGOR ANY PART THEREOF, WITHOUT LIMITATIONOR AS TO THE WORKMANSHIP THEREOF, (A) OR THE NATURE, QUALITY OR PHYSICAL CONDITION ABSENCE OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT, EXCEPT AS OTHERWISE SET FORTH IN ARTICLE V, SUCH ASSETS ARE BEING ACQUIRED “AS IS, WHERE IS” ON THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALSCLOSING DATE, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSIN THEIR PRESENT CONDITION, AND THE BUYERS SHALL RELY SOLELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF.

No Additional Representations. PURCHASER ACKNOWLEDGES EXCEPT FOR THE REPRESENTATIONS AND AGREES WARRANTIES REGARDING THE COMPANIES, THE SELLER AND THE PARENT THAT EXCEPT AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT ARTICLE IV, ARTICLE V OR ANY CLOSING DOCUMENT CERTIFICATE DELIVERED BY SELLERS AT CLOSINGHEREUNDER OR THEREUNDER, SELLERS THE COMPANIES, THE SELLER AND THE PARENT AND EACH OF THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES EXPRESSLY DISCLAIM AND MAKE NO, AND SHALL NOT BE DEEMED TO HAVE NOT MADEMADE ANY, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONSREPRESENTATION, WARRANTIESWARRANTY, PROMISES, COVENANTS, AGREEMENTS STATEMENT OR GUARANTIES DISCLOSURE OF ANY KIND OR CHARACTER WHATSOEVER, (WHETHER EXPRESS OR IMPLIED) TO THE PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES (ABOUT THE BUSINESS, ORAL THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR WRITTENOTHERWISE). IN PARTICULAR, PASTWITHOUT LIMITING THE FOREGOING DISCLAIMER, PRESENT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES MADE IN THIS ARTICLE IV, NONE OF THE PARENT, THE SELLER, THE COMPANIES OR FUTURE, OF, AS TO, CONCERNING ANY OTHER PERSON MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY TO THE PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET OR CONDITION OF ENTITLEMENTS PERTAINING PROSPECT INFORMATION RELATING TO THE PROPERTYPARENT, THE SELLER, THE COMPANIES OR THE BUSINESS, OR (JII) ANY MATTER REGARDING TERMITES ORAL OR WRITTEN INFORMATION FURNISHED OR MADE AVAILABLE TO THE PURCHASER OR ANY HAZARDOUS MATERIALSOF ITS AFFILIATES OR REPRESENTATIVES IN THE COURSE OF THEIR DUE DILIGENCE INVESTIGATION OF THE COMPANIES AND THE BUSINESS, THE NEGOTIATION OF THIS AGREEMENT AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSANY RELATED DOCUMENTS, OR IN THE COURSE OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

No Additional Representations. PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT ARTICLE 3, EACH SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSING, SELLERS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVERNATURE, WHETHER EXPRESS OR IMPLIED, ORAL AS TO SUCH SELLER’S RESPECTIVE SHARES AND THE CONDITION, VALUE OR WRITTENQUALITY OF THE COMPANY OR COMPANY’S ASSETS, PASTAND SUCH SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, PRESENT USAGE, SUITABILITY OR FUTURE, OF, AS TO, CONCERNING OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PROPERTYCOMPANY’S ASSETS, INCLUDINGOR AS TO THE WORKMANSHIP THEREOF, WITHOUT LIMITATION, (A) OR THE NATURE, QUALITY OR PHYSICAL CONDITION ABSENCE OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT SUCH SUBJECT ASSETS ARE BEING ACQUIRED “AS IS, WHERE IS” ON THE WATERCLOSING DATE, SOIL AND GEOLOGY IN THEIR PRESENT CONDITION, AND BUYER SHALL RELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF AND THE REPRESENTATIONS AND WARRANTIES OF THE PROPERTY, (D) COMPANY AND THE INCOME TO BE DERIVED FROM SELLERS IN ARTICLE 4. EXCEPT FOR THE PROPERTY, (E) REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 3 HEREOF AND THE SUITABILITY REPRESENTATIONS AND WARRANTIES OF THE PROPERTY COMPANY AND THE SELLERS IN ARTICLE 4, EACH SELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY AND ALL REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF THE COMPANY OR ANY OF ITS AFFILIATES). SUCH SELLER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING ANY PROJECTION OR FORECAST REGARDING FUTURE RESULTS OR ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES PROBABLE SUCCESS OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS PROFITABILITY OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALS, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSCOMPANY.

No Additional Representations. PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT ARTICLE 4, THE COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF ANY OF THE ACQUIRED COMPANIES OR ANY OF THE ACQUIRED COMPANIES’ ASSETS, AND THE COMPANY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO ANY OF THE ACQUIRED COMPANIES’ ASSETS, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT SUCH SUBJECT ASSETS ARE BEING ACQUIRED “AS IS, WHERE IS” ON THE CLOSING DOCUMENT DELIVERED BY DATE, AND IN THEIR PRESENT CONDITION, AND BUYER SHALL RELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF. IN ADDITION AND WITHOUT LIMITATION TO THE FOREGOING, OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 3 WITH RESPECT TO SELLERS AT CLOSINGAND ARTICLE 4 WITH RESPECT TO THE COMPANY, SELLERS AND THE COMPANY DO NOT MAKE, AND HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONSREPRESENTATIONS OR WARRANTIES RELATING TO SELLERS, WARRANTIESTHE ACQUIRED COMPANIES OR THE BUSINESSES OF THE ACQUIRED COMPANIES OR OTHERWISE, PROMISESIN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTYIN EACH CASE, INCLUDING, WITHOUT LIMITATION, (A) THOSE REGARDING COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, AND INFORMATION IN ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS. NO PERSON HAS BEEN AUTHORIZED BY SELLERS OR THE NATURE{P02534_X101.HTM;8} COMPANY TO MAKE ANY REPRESENTATION OR WARRANTY RELATING TO SELLERS, QUALITY THE ACQUIRED COMPANIES OR PHYSICAL CONDITION THE BUSINESSES OF THE PROPERTYACQUIRED COMPANIES OR OTHERWISE IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY AND, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREINIF MADE, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO SUCH REPRESENTATION OR WARRANTY MAY NOT BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR RELIED UPON AS HAVING BEEN AUTHORIZED BY THE PROPERTY SELLERS OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY COMPANY AND SHALL NOT BE DEEMED TO HAVE BEEN MADE BY SELLERS OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALS, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSCOMPANY.

No Additional Representations. PURCHASER ACKNOWLEDGES AND AGREES THAT (A) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT ARTICLE III, NONE OF THE PEACH ENTITIES OR ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSINGOF THEIR RESPECTIVE OFFICERS, SELLERS HAVE NOT MADEDIRECTORS, DO NOT MAKE AND SPECIFICALLY DISCLAIM MANAGERS, MEMBERS, STOCKHOLDERS, AFFILIATES, EMPLOYEES OR REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATIONSREPRESENTATION OR WARRANTY, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL AT LAW OR WRITTENIN EQUITY, PASTIN RESPECT OF THE PEACH ENTITIES, PRESENT THE CAPITAL STOCK OR FUTUREOTHER EQUITY INTERESTS OR THE ASSETS OF THE PEACH ENTITIES, OF, AS TO, CONCERNING OR INCLUDING WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (AI) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR (II) THE NATURE, QUALITY PROBABLE SUCCESS OR PHYSICAL CONDITION PROFITABILITY OF THE PROPERTY, PEACH ENTITIES AFTER THE CLOSING AND (B) THE CONSTRUCTION EXCEPT AS SET FORTH IN THIS ARTICLE III, NONE OF THE IMPROVEMENTS AND PEACH ENTITIES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO JGW, JGW MERGER SUB OR THEIR SUBSIDIARIES OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO JGW, JGW MERGER SUB OR THEIR SUBSIDIARIES OR REPRESENTATIVES OF, OR JGW’S, JGW MERGER SUB’S OR THEIR SUBSIDIARIES’ USE OF, ANY INFORMATION RELATING TO THE PEACH ENTITIES, INCLUDING ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO JGW, JGW MERGER SUB OR THEIR SUBSIDIARIES, WHETHER THERE EXISTS ORALLY OR IN WRITING, IN MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, RESPONSES TO QUESTIONS OR REQUESTS SUBMITTED BY OR ON BEHALF OF JGW, JGW MERGER SUB OR THEIR SUBSIDIARIES OR IN ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OTHER FORM IN CONSIDERATION OR INVESTIGATION OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF SUCH OTHER REPRESENTATION OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALS, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSWARRANTY IS HEREBY EXPRESSLY DISCLAIMED.

No Additional Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY IN THIS SECTION 2.1, NEITHER THE COMPANY NOR ANY OTHER PERSON MAKES (AND THE PURCHASER HEREBY ACKNOWLEDGES AND AGREES ON BEHALF OF ITSELF AND ITS AFFILIATES AND REPRESENTATIVES THAT IT HAS NOT RELIED UPON) ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE STOCK CONSIDERATION OR THE COMPANY OR ANY OF THE COMPANY SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION OR PROSPECTS, AND THE COMPANY HEREBY DISCLAIMS ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES. IN PARTICULAR, WITHOUT LIMITING THE FOREGOING DISCLAIMER, NEITHER THE COMPANY NOR ANY OTHER PERSON MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY TO THE PURCHASER, OR ANY OF ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO (I) ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET OR PROSPECT INFORMATION RELATING TO THE COMPANY OR ANY OF THE COMPANY SUBSIDIARIES OR THEIR RESPECTIVE BUSINESS, OR EXCEPT AS FOR THE REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY IN THIS SECTION 2.1, ANY ORAL OR WRITTEN INFORMATION PRESENTED TO THE PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES IN THE COURSE OF THEIR DUE DILIGENCE INVESTIGATION OF THE COMPANY, THE NEGOTIATION OF THIS AGREEMENT OR IN THE COURSE OF THE TRANSACTIONS CONTEMPLATED HEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NOTHING IN THIS AGREEMENT SHALL LIMIT THE RIGHT OF THE PURCHASER TO RELY ON THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY CLOSING DOCUMENT CERTIFICATE DELIVERED BY SELLERS AT CLOSINGHEREUNDER, SELLERS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM NOR WILL ANYTHING IN THIS AGREEMENT OPERATE TO LIMIT ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR CLAIM BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY PURCHASER FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALS, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSFRAUD.

No Additional Representations. PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN ARTICLE III, THE COMPANY DOES NOT MAKE AND HAS NOT MADE ANY REPRESENTATION OR WARRANTY IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE COMPANY EXPRESSLY DISCLAIMS ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSING, SELLERS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OTHER REPRESENTATIONS OR GUARANTIES WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVERNATURE, WHETHER EXPRESS OR IMPLIED, ORAL NOTWITHSTANDING THE DELIVERY OR WRITTENDISCLOSURE TO PURCHASER, PASTITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, PRESENT DIRECTORS, EMPLOYEES, AGENTS OR FUTUREREPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), OFINCLUDING AS TO THE CONDITION, AS TOVALUE OR QUALITY OF THE BUSINESS OR ITS ASSETS, CONCERNING THE COMPANY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO ITS ASSETS OR BUSINESS, ANY PART THEREOF, THE PROPERTYWORKMANSHIP THEREOF, INCLUDING, WITHOUT LIMITATION, (A) AND THE NATURE, QUALITY OR PHYSICAL CONDITION ABSENCE OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT SUCH SUBJECT ASSETS AND BUSINESS ARE BEING ACQUIRED “AS IS, WHERE IS” ON THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALSCLOSING DATE, AND (K) WHETHER IN THEIR PRESENT CONDITION, AND PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSAND ITS AFFILIATES SHALL RELY SOLELY ON THEIR OWN EXAMINATION AND INVESTIGATION THEREOF.

No Additional Representations. PURCHASER ACKNOWLEDGES EXCEPT FOR THE REPRESENTATIONS AND AGREES WARRANTIES MADE BY THE COMPANY IN THIS ARTICLE II AND IN ARTICLE 7 OF THE ACQUISITION AGREEMENT, NEITHER THE COMPANY NOR ANY OTHER PERSON MAKES (AND THE ADMIRAL SELLERS HEREBY ACKNOWLEDGE THAT THEY HAVE NOT RELIED UPON) ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE CONSIDERATION COMMON STOCK, THE COMMON STOCK OR THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION OR PROSPECTS, AND THE COMPANY HEREBY DISCLAIMS ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES. IN PARTICULAR, WITHOUT LIMITING THE FOREGOING DISCLAIMER, NEITHER THE COMPANY NOR ANY OTHER PERSON MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY TO THE ADMIRAL SELLERS, OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES WITH RESPECT TO (I) ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET OR PROSPECT INFORMATION RELATING TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESS, OR (II) EXCEPT AS FOR THE REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY IN THIS ARTICLE II, ANY ORAL OR WRITTEN INFORMATION PRESENTED TO THE ADMIRAL SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES IN THE COURSE OF THEIR DUE DILIGENCE INVESTIGATION OF THE COMPANY, THE NEGOTIATION OF THIS AGREEMENT OR IN THE COURSE OF THE TRANSACTIONS CONTEMPLATED HEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NOTHING IN THIS AGREEMENT SHALL LIMIT THE RIGHT OF THE ADMIRAL SELLERS AND THEIR RESPECTIVE AFFILIATES TO RELY ON THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE ACQUISITION AGREEMENT OR IN ANY CLOSING DOCUMENT CERTIFICATE DELIVERED BY SELLERS AT CLOSINGHEREUNDER OR THEREUNDER, SELLERS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM NOR WILL ANYTHING IN THIS AGREEMENT OPERATE TO LIMIT ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR CLAIM BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES ADMIRAL SELLERS OR ANY HAZARDOUS MATERIALS, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSOF THEIR RESPECTIVE AFFILIATES FOR FRAUD.

No Additional Representations. PURCHASER EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN ARTICLE III AND ARTICLE V OF THIS AGREEMENT (AS QUALIFIED BY THE SCHEDULES) AND IN THE OTHER MERGER DOCUMENTS, INCLUDING THE L/T REPRESENTATIONS, THE FORMER HOLDERS AND THE COMPANY EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED. EACH OF PARENT AND NEWCO ACKNOWLEDGES AND AGREES THAT IT IS NOT RELYING ON ANY STATEMENT OR REPRESENTATION MADE BY OR ON BEHALF OF THE FORMER HOLDERS OR THE COMPANY EXCEPT AS SPECIFICALLY SET FORTH IN ARTICLE III OR ARTICLE V HEREOF (AS QUALIFIED BY THE SCHEDULES AS SUPPLEMENTED OR AMENDED) AND IN THE OTHER MERGER DOCUMENTS, INCLUDING THE L/T REPRESENTATIONS, AND THAT NO PERSON HAS BEEN AUTHORIZED BY THE FORMER HOLDERS OR THE COMPANY TO MAKE ANY REPRESENTATION OR WARRANTY RELATING TO THE FORMER HOLDERS, THE COMPANY OR ANY OF ITS SUBSIDIARIES, THE BUSINESSES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY EXCEPT AS SET FORTH IN ARTICLE III OR ARTICLE V HEREOF (AS QUALIFIED BY THE SCHEDULES) AND IN THE other MERGER DOCUMENTS, INCLUDING THE L/T REPRESENTATIONS, AND, IF MADE, ANY SUCH REPRESENTATION OR WARRANTY MUST NOT BE RELIED UPON. EACH OF THE COMPANY AND THE FORMER HOLDERS ARE RELYING UPON PARENT AND NEWCO’s REPRESENTATIONS IN THIS SECTION 4.8 IN ENTERING INTO THIS AGREEMENT OR THE LETTERS OF TRANSMITTAL. EACH OF PARENT AND NEWCO FURTHER ACKNOWLEDGES THAT NEITHER THE FORMER HOLDERS, THE COMPANY NOR ANY OTHER PERSON OR ENTITY WILL HAVE OR BE SUBJECT TO ANY LIABILITY TO PARENT OR NEWCO RESULTING FROM THE DISTRIBUTION TO PARENT, NEWCO OR THEIR REPRESENTATIVES OR PARENT’S OR NEWCO’S USE OF ANY INFORMATION REGARDING THE COMPANY OR ITS BUSINESSES NOT EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE OTHER MERGER DOCUMENTS, INCLUDING ANY CLOSING DOCUMENT DELIVERED PROJECTIONS OR OTHER INFORMATION PROVIDED BY SELLERS AT CLOSING, SELLERS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES ON BEHALF OF ANY KIND THE COMPANY OR CHARACTER WHATSOEVER, WHETHER EXPRESS SET FORTH IN THE COMPANY’S CONFIDENTIAL INFORMATION MEMORANDUM OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT MANAGEMENT PRESENTATIONS RELATING TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALS, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSTRANSACTIONS CONTEMPLATED HEREBY.

No Additional Representations. PURCHASER ACKNOWLEDGES EXCEPT FOR THE REPRESENTATIONS AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH WARRANTIES IN THIS AGREEMENT OR ANY CLOSING DOCUMENT ARTICLE IV AND IN THE ADDITIONAL DOCUMENTS DELIVERED BY SELLERS SEQUA CHEMICALS OR SEQUA TO BUYER AT CLOSING, SELLERS HAVE NOT MADENEITHER SEQUA CHEMICALS NOR SEQUA OR ANY AFFILIATE, DO NOT MAKE AND SPECIFICALLY DISCLAIM IS MAKING ANY REPRESENTATIONSREPRESENTATION OR WARRANTY, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR OF ANY NATURE WHATSOEVER WITH RESPECT TO THE PROPERTYBUSINESS, INCLUDINGTHE PURCHASED ASSETS OR THE ASSUMED OBLIGATIONS. WITHOUT LIMITING THE FOREGOING AND EXCEPT TO THE EXTENT INCLUDED WITHIN THE REPRESENTATIONS OR WARRANTIES CONTAINED IN ARTICLE IV OR THE ADDITIONAL DOCUMENTS SEQUA CHEMICALS AND SEQUA MAKES NO REPRESENTATION OR WARRANTY REGARDING: (a) ANY FINANCIAL STATEMENTS, WITHOUT LIMITATIONBUDGETS, (A) THE NATURELONG RANGE PLANS, QUALITY STRATEGIC PLANS, MARKET ANALYSIS, FORECASTS, PROJECTIONS, OPINIONS AND SIMILAR MATERIALS PREPARED OR PHYSICAL CONDITION OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR FURNISHED BY THE PROPERTY SEQUA CHEMICALS, SEQUA OR THEIR AFFILIATES REPRESENTATIVES WITH RESPECT TO THE OPERATION THEREOF WITH ANY LAWSBUSINESS, RULESTHE PURCHASED ASSETS AND THE ASSUMED OBLIGATIONS (b) FUTURE PROSPECTS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVERINCOME POTENTIAL, (G) THE HABITABILITY OPERATING EXPENSES, USES, MERCHANTABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (Hc) THE MARKETABILITY CONDITION OR SAFETY OF THE OWNED FACILITIES AND THE IMPROVEMENTS THEREON, INCLUDING, BUT NOT LIMITED TO, PLUMBING, SEWER, HEATING AND ELECTRICAL SYSTEMS, ROOFING, AIR CONDITIONING, FOUNDATIONS, SOILS AND GEOLOGY, LOT SIZE OR SUITABILITY OF THE REAL PROPERTY AND THE IMPROVEMENTS FOR A PARTICULAR PURPOSE; (d) WHETHER THE APPLIANCES, IF ANY, PLUMBING OR UTILITIES ARE IN WORKING ORDER; (e) THE HABITABILITY OR SUITABILITY FOR OCCUPANCY OF ANY STRUCTURE AND THE QUALITY OF ITS CONSTRUCTION; (f) THE FITNESS OF ANY PERSONAL PROPERTY OR FIXTURE; (g) WHETHER THE ABILITY TO LEASE IMPROVEMENTS ARE STRUCTURALLY SOUND OR SELL UNITS THEREIN, IN GOOD CONDITION; OR (Ih) THE STATUS OR CONDITION IMPACT, FINANCIAL AND OTHERWISE OF ENTITLEMENTS PERTAINING TO NOT OBTAINING CONSENTS, AS REQUIRED BY THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALS, TERMS AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSCONDITIONS OF THE ASSUMED CONTRACTS.

No Additional Representations. PURCHASER BUYER ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR AND IN ANY CLOSING DOCUMENT DOCUMENTS DELIVERED PURSUANT TO THE TERMS HEREOF BY SELLERS SELLER TO BUYER AT CLOSING, SELLERS HAVE SELLER HAS NOT MADE, DO DOES NOT MAKE AND SPECIFICALLY DISCLAIM DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, PROPERTY INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER BUYER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, AND (J) ANY MATTER REGARDING TERMITES OR WASTES, AS DEFINED BY THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., OR ANY HAZARDOUS MATERIALS, AS HEREINAFTER DEFINED. BUYER FURTHER ACKNOWLEDGES AND (K) WHETHER PURCHASER WILL AGREES THAT SELLER, UNLESS OTHERWISE REQUIRED BY LAW OR THIS AGREEMENT, IS UNDER NO DUTY TO MAKE ANY AFFIRMATIVE DISCLOSURES REGARDING ANY MATTER WHICH MAY BE ABLE KNOWN TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSSELLER.

No Additional Representations. PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1 OF THIS AGREEMENT OR AND IN ANY CLOSING DOCUMENT DOCUMENTS DELIVERED PURSUANT TO THE TERMS HEREOF BY SELLERS SELLER TO PURCHASER AT CLOSING, SELLERS HAVE SELLER HAS NOT MADE, DO DOES NOT MAKE AND SPECIFICALLY DISCLAIM DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, PROPERTY INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, AND (J) ANY MATTER REGARDING TERMITES OR WASTES, AS DEFINED BY THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., OR ANY HAZARDOUS MATERIALS, AS HEREINAFTER DEFINED. PURCHASER FURTHER ACKNOWLEDGES AND (K) WHETHER PURCHASER WILL AGREES THAT SELLER, UNLESS OTHERWISE REQUIRED BY LAW, IS UNDER NO DUTY TO MAKE ANY AFFIRMATIVE DISCLOSURES REGARDING ANY MATTER WHICH MAY BE ABLE KNOWN TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTS.SELLER. 22043518.5 -18-

No Additional Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES MADE BY THE SELLER IN THIS SECTION 2.1, NEITHER THE SELLER NOR ANY OTHER PERSON MAKES (AND THE PURCHASER HEREBY ACKNOWLEDGES AND AGREES ON BEHALF OF ITSELF AND ITS AFFILIATES AND REPRESENTATIVES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IT HAS NOT RELIED UPON) ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSING, SELLERS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL IMPLIED REPRESENTATION OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WARRANTY WITH RESPECT TO THE PROPERTYPURCHASED COMMON STOCK, INCLUDINGTHE COMMON STOCK OR EARTHSTONE OR ITS BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION OR PROSPECTS, AND THE SELLER HEREBY DISCLAIMS ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES. IN PARTICULAR, WITHOUT LIMITATIONLIMITING THE FOREGOING DISCLAIMER, (A) NEITHER THE NATURESELLER NOR ANY OTHER PERSON MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY TO THE PURCHASER, QUALITY OR PHYSICAL CONDITION ANY OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET OR CONDITION OF ENTITLEMENTS PERTAINING PROSPECT INFORMATION RELATING TO EARTHSTONE OR ITS BUSINESS, OR (II) ANY ORAL OR WRITTEN INFORMATION PRESENTED TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES PURCHASER OR ANY HAZARDOUS MATERIALSOF ITS AFFILIATES OR REPRESENTATIVES IN THE COURSE OF THEIR DUE DILIGENCE INVESTIGATION OF EARTHSTONE, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSTHE NEGOTIATION OF THIS AGREEMENT OR IN THE COURSE OF THE TRANSACTIONS CONTEMPLATED HEREBY.

No Additional Representations. PURCHASER PARENT ACKNOWLEDGES THAT IT AND AGREES ITS REPRESENTATIVES HAVE BEEN PERMITTED FULL AND COMPLETE ACCESS TO THE BOOKS AND RECORDS, FACILITIES, EQUIPMENT, CONTRACTS, INSURANCE POLICIES (OR SUMMARIES THEREOF) AND OTHER PROPERTIES AND ASSETS OF THE COMPANY AND THE COMPANY SUBSIDIARIES THAT IT AND ITS REPRESENTATIVES HAVE DESIRED OR REQUESTED TO SEE OR REVIEW, AND THAT IT AND ITS REPRESENTATIVES HAVE HAD A FULL OPPORTUNITY TO MEET WITH THE OFFICERS AND EMPLOYEES OF THE COMPANY AND THE COMPANY SUBSIDIARIES TO DISCUSS THE BUSINESS OF THE COMPANY AND THE COMPANY SUBSIDIARIES. PARENT ACKNOWLEDGES THAT (I) NEITHER THE COMPANY NOR ANY OTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE COMPANY OR ANY COMPANY SUBSIDIARY OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE COMPANY AND THE COMPANY SUBSIDIARIES FURNISHED OR MADE AVAILABLE TO PARENT AND ITS REPRESENTATIVES, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, (II) PARENT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY FROM THE COMPANY, ANY COMPANY SUBSIDIARY OR ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSINGOTHER PERSON IN DETERMINING TO ENTER INTO THIS AGREEMENT, SELLERS EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT AND (III) NO PERSON SHALL HAVE NOT MADEOR BE SUBJECT TO ANY LIABILITY TO PARENT OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PARENT, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONSOR PARENT’S USE, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND SUCH INFORMATION, INCLUDING ANY INFORMATION, DOCUMENTS OR CHARACTER WHATSOEVERMATERIAL MADE AVAILABLE TO PARENT IN ANY PHYSICAL OR ELECTRONIC “DATA ROOMS”, WHETHER MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PARENT ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, ORAL OR WRITTENAS TO THE FINANCIAL PROJECTIONS, PASTFORECASTS, PRESENT OR FUTURECOST ESTIMATES AND OTHER PREDICTIONS RELATING TO THE COMPANY AND THE COMPANY SUBSIDIARIES MADE AVAILABLE TO PARENT. THE REPRESENTATIONS AND WARRANTIES OF PARENT SET FORTH IN THIS Section 4.14 SHALL APPLY MUTATIS MUTANDIS TO THE AMENDED AND RESTATED AGREEMENT AND, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTYAMENDED AND RESTATED AGREEMENT, INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION SHALL BE MADE AS OF THE PROPERTY, (B) EXECUTION DATE AND THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALS, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSCLOSING DATE.

No Additional Representations. PURCHASER ACKNOWLEDGES EXCEPT FOR THE REPRESENTATIONS AND AGREES THAT EXCEPT AS WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III (a) PARENT AND MERGER SUB HAVE NOT RELIED ON ANY REPRESENTATION OR WARRANTY FROM COMPANY OR ANY OF ITS AFFILIATES OR REPRESENTATIVES IN DETERMINING TO ENTER INTO THIS AGREEMENT AND (b) PARENT AND MERGER SUB ACKNOWLEDGE AND AGREE THAT NONE OF COMPANY OR ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSING, SELLERS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES HAS MADE ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS REPRESENTATION OR GUARANTIES OF ANY KIND OR CHARACTER WARRANTY WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PASTEXPRESS OR IMPLIED, PRESENT INCLUDING WITH REGARD TO ANY INFORMATION COMPANY OR FUTURE, OF, AS TO, CONCERNING ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES HAVE MADE AVAILABLE TO PARENT OR MERGER SUB OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING WITH RESPECT TO (i) THE PROPERTYBUSINESS, INCLUDINGFINANCIAL CONDITION, WITHOUT LIMITATIONRESULTS OF OPERATIONS, FUTURE OPERATING OR FINANCIAL RESULTS, PROJECTIONS, PROSPECTS, FORECASTS, ESTIMATES, PLANS OR BUDGETS FOR THE COMPANY AND ITS SUBSIDIARIES (INCLUDING THE REASONABLENESS OF THE ASSUMPTIONS UNDERLYING SUCH PROJECTIONS, PROSPECTS, FORECASTS, ESTIMATES, PLANS OR BUDGETS), (Aii) ANY MATERIALS, DOCUMENTS OR INFORMATION RELATING TO COMPANY OR ITS SUBSIDIARIES OR BUSINESSES MADE AVAILABLE TO PARENT OR MERGER SUB OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES IN THE COMPANY DATA ROOM OR OTHERWISE OR (iii) THE NATUREINFORMATION CONTAINED IN ANY MANAGEMENT PRESENTATION, QUALITY CONFIDENTIAL INFORMATION MEMORANDUM OR PHYSICAL CONDITION OF IN ANY OTHER FORM PROVIDED TO PARENT OR MERGER SUB RESPECTIVE AFFILIATES OR REPRESENTATIVES IN CONNECTION WITH THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALS, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSTRANSACTIONS CONTEMPLATED HEREBY).

No Additional Representations. PURCHASER ACKNOWLEDGES EXCEPT FOR THE REPRESENTATIONS AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH WARRANTIES CONTAINED IN THIS AGREEMENT ARTICLE IV (I) SELLER EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS OR ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSING, SELLERS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVERNATURE, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTYTITLE, INCLUDINGCONDITION, WITHOUT LIMITATIONVALUE OR QUALITY OF THE PURCHASED ASSETS, THE BUSINESS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), LIABILITIES, RISKS AND OTHER INCIDENTS OF THE BUSINESS, (AII) THE NATURESELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, QUALITY OR PHYSICAL CONDITION OF THE PROPERTYUSAGE, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) WHETHER LATENT OR PATENT, OR AS TO THE MARKETABILITY CONDITION OF THE PROPERTY PURCHASED ASSETS OR THE ABILITY TO LEASE BUSINESS AND (III) NO MATERIAL OR SELL UNITS THEREININFORMATION PROVIDED BY OR COMMUNICATIONS MADE BY SELLER OR ANY OF ITS AFFILIATES, (I) THE STATUS OR CONDITION BY ANY REPRESENTATIVE THEREOF, WHETHER BY USE OF ENTITLEMENTS PERTAINING A “DATA ROOM,” OR IN ANY INFORMATION MEMORANDUM OR OTHERWISE, OR BY ANY BROKER OR INVESTMENT BANKER, WILL CAUSE OR CREATE ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE PROPERTYTITLE, (J) ANY MATTER REGARDING TERMITES CONDITION, VALUE OR ANY HAZARDOUS MATERIALS, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSQUALITY OF THE PURCHASED ASSETS OR THE BUSINESS.

No Additional Representations. PURCHASER ACKNOWLEDGES EXCEPT FOR THE REPRESENTATIONS AND AGREES WARRANTIES MADE BY SELLER THAT EXCEPT AS ARE EXPRESSLY SET FORTH IN ARTICLE III AND THIS AGREEMENT ARTICLE IV, SELLER AND ITS AFFILIATES AND REPRESENTATIVES EXPRESSLY DISCLAIM AND MAKE NO, AND SHALL NOT BE DEEMED TO HAVE MADE ANY, REPRESENTATION, WARRANTY, STATEMENT OR ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSING, SELLERS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES DISCLOSURE OF ANY KIND OR CHARACTER WHATSOEVER, (WHETHER EXPRESS OR IMPLIED) TO BUYER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES, ORAL AND SELLER DISCLAIMS ANY OTHER REPRESENTATIONS OR WRITTENWARRANTIES, PASTWHETHER MADE BY OR ON BEHALF OF SELLER, PRESENT THE COMPANY OR FUTUREANY OTHER PERSON. SELLER AND ITS AFFILIATES WILL NOT, AND NO OTHER PERSONS WILL, HAVE OR BE SUBJECT TO ANY LIABILITY TO BUYER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO BUYER, OR BUYER’S USE OF, AS TOANY SUCH INFORMATION, CONCERNING INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR WITH OTHER MATERIAL MADE AVAILABLE TO BUYER OR ITS REPRESENTATIVES IN THE DATA ROOM, MANAGEMENT PRESENTATIONS, OR IN ANY OTHER FORM IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREIN, OR IN RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OTHER MATTER OR BODY HAVING JURISDICTION THEREOVER, THING WHATSOEVER (G) THE HABITABILITY ELECTRONIC OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALS, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSOTHERWISE).

No Additional Representations. PURCHASER ACKNOWLEDGES AND AGREES THAT NOTWITHSTANDING ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS, CONFIDENTIAL INFORMATION MEMORANDA, MANAGEMENT PRESENTATIONS OR OTHER SUPPLEMENTAL DATA) MADE AVAILABLE TO OR DISCLOSED TO J&J OR ITS REPRESENTATIVES, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT ARTICLE III, OR ANY CLOSING DOCUMENT CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY SELLERS AT CLOSINGPARENT, SELLERS HAVE NOT MADESELLER OR ANY OF THEIR RESPECTIVE AFFILIATES PURSUANT TO THIS AGREEMENT, DO NOT MAKE PARENT AND SPECIFICALLY SELLER EXPRESSLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS REPRESENTATIONS OR GUARANTIES WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVERNATURE, WHETHER EXPRESS OR IMPLIED, ORAL AS TO THE BUSINESS, OPERATION OF THE BUSINESS, ASSETS, LIABILITIES, CONDITIONS (FINANCIAL OR WRITTENOTHERWISE) OR PROSPECTS OF THE COMPANY OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, PASTOR THE ACCURACY OR COMPLETENESS OF ANY SUCH DOCUMENTATION OR OTHER INFORMATION SO MADE AVAILABLE OR DISCLOSED. EACH OF PARENT AND SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, PRESENT USAGE, SUITABILITY OR FUTURE, OF, AS TO, CONCERNING OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PROPERTYASSETS, INCLUDINGANY PART THEREOF, WITHOUT LIMITATIONTHE WORKMANSHIP THEREOF, (A) AND THE NATURE, QUALITY OR PHYSICAL CONDITION ABSENCE OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, SUCH ASSETS ARE BEING ACQUIRED “AS IS, WHERE IS” ON THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALSCLOSING DATE, AND (K) WHETHER PURCHASER WILL IN THEIR PRESENT CONDITION, AND J&J IS RELYING ONLY ON ITS OWN RESPECTIVE EXAMINATION AND INVESTIGATION THEREOF AS WELL AS THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF PARENT AND SELLER SET FORTH IN THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.31 SHALL NOT, AND SHALL NOT BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSDEEMED OR CONSTRUED TO, WAIVE OR RELEASE ANY CLAIMS FOR FRAUD.

No Additional Representations. PURCHASER ACKNOWLEDGES AND AGREES NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS ARTICLE, ANY OTHER PROVISION OF THIS AGREEMENT, OR ANY OTHER COMMUNICATIONS BETWEEN THE PARTIES ORALLY OR IN WRITING, IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO THAT EXCEPT AS SELLERS ARE MAKING NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY SET FORTH GIVEN IN THIS AGREEMENT OR ANY CLOSING DOCUMENT OF THE DOCUMENTS DELIVERED BY SELLERS AT CLOSINGPURSUANT TO SECTION 12, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OR REPRESENTATION AS TO CONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY OF THE PROPERTIES OR ASSETS OF THE SELLER. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, OR ANY OF THE DOCUMENTS DELIVERED PURSUANT TO SECTION 12, THE ASSETS ARE BEING SOLD ON AN "AS IS, WHERE IS" BASIS. IN CONNECTION WITH THE LONG TERM AGREEMENT TO BE ENTERED INTO BETWEEN THE PARTIES HEREUNDER, IT IS THE PARTIES' INTENTION TO MAINTAIN PRODUCTION VOLUMES CONSISTENT WITH THE LONG TERM AGREEMENT, SELLERS HAVE NOT MADEMAKE NO REPRESENTATION OR WARRANTY AS TO ORDER QUANTITY, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS FREQUENCY OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO COMPOSITION. THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (A) PARTIES ACKNOWLEDGE THE NATURE, QUALITY OR PHYSICAL CONDITION VOLATILITY OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS SELLER'S RESPECTIVE MARKETS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER THAT EACH SELLER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF ACQUIRE OR BY THE PROPERTY DEVELOP NEW PRODUCT LINES AND/OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALS, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSDIVEST PRODUCT LINES IN ITS SOLE DISCRETION.

No Additional Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES MADE BY THE SELLERS IN THIS SECTION 2.1, NONE OF THE SELLERS NOR ANY OTHER PERSON MAKES (AND THE PURCHASER HEREBY ACKNOWLEDGES AND AGREES ON BEHALF OF ITSELF AND ITS AFFILIATES AND REPRESENTATIVES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IT HAS NOT RELIED UPON) ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSING, SELLERS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL IMPLIED REPRESENTATION OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WARRANTY WITH RESPECT TO THE PROPERTYPURCHASED COMMON STOCK, INCLUDINGTHE COMMON STOCK OR EARTHSTONE OR ITS BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION OR PROSPECTS, AND THE SELLERS HEREBY DISCLAIM ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES. IN PARTICULAR, WITHOUT LIMITATIONLIMITING THE FOREGOING DISCLAIMER, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION NONE OF THE PROPERTYSELLERS NOR ANY OTHER PERSON MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY TO THE PURCHASER, (B) THE CONSTRUCTION OR ANY OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET OR CONDITION OF ENTITLEMENTS PERTAINING PROSPECT INFORMATION RELATING TO EARTHSTONE OR ITS BUSINESS, OR (II) ANY ORAL OR WRITTEN INFORMATION PRESENTED TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES PURCHASER OR ANY HAZARDOUS MATERIALSOF ITS AFFILIATES OR REPRESENTATIVES IN THE COURSE OF THEIR DUE DILIGENCE INVESTIGATION OF EARTHSTONE, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSTHE NEGOTIATION OF THIS AGREEMENT OR IN THE COURSE OF THE TRANSACTIONS CONTEMPLATED HEREBY.

No Additional Representations. PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT ARTICLE, ANY OTHER PROVISION OF THIS AGREEMENT, OR ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSINGOTHER COMMUNICATIONS BETWEEN THE PARTIES ORALLY OR IN WRITING, SELLERS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO THAT SELLER IS MAKING NO REPRESENTATION OR GUARANTIES OF ANY KIND OR CHARACTER WARRANTY WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL BEYOND THOSE EXPRESSLY GIVEN IN THIS AGREEMENT, OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION ANY OF THE PROPERTYDOCUMENTS DELIVERED PURSUANT TO SECTION 12, (B) THE CONSTRUCTION INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OR REPRESENTATION AS TO CONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY OF THE IMPROVEMENTS AND WHETHER THERE EXISTS PROPERTIES OR ASSETS OF SELLER. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, OR ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTYDOCUMENTS DELIVERED PURSUANT TO SECTION 12, (D) THE INCOME ASSETS ARE BEING SOLD ON AN "AS IS, WHERE IS" BASIS. IN CONNECTION WITH THE LONG TERM SUPPLY AGREEMENT TO BE DERIVED FROM ENTERED INTO BETWEEN THE PROPERTYPARTIES HEREUNDER, (E) WHILE IT IS THE SUITABILITY PARTIES' INTENTION TO MAINTAIN PRODUCTION VOLUMES CONSISTENT WITH THE LONG TERM SUPPLY AGREEMENT, SELLER MAKES NO REPRESENTATION OR WARRANTY AS TO ORDER QUANTITY, FREQUENCY OR COMPOSITION. THE PARTIES ACKNOWLEDGE THE VOLATILITY OF THE PROPERTY FOR ANY SELLER'S MARKETS AND ALL ACTIVITIES AND USES WHICH PURCHASER THAT SELLER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF ACQUIRE OR BY THE PROPERTY DEVELOP NEW PRODUCT LINES AND/OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALS, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSDIVEST PRODUCT LINES IN ITS SOLE DISCRETION.

No Additional Representations. PURCHASER PARENT ACKNOWLEDGES THAT IT AND AGREES ITS REPRESENTATIVES HAVE BEEN PERMITTED FULL AND COMPLETE ACCESS TO THE BOOKS AND RECORDS, FACILITIES, EQUIPMENT, CONTRACTS, INSURANCE POLICIES (OR SUMMARIES THEREOF) AND OTHER PROPERTIES AND ASSETS OF THE COMPANY AND THE COMPANY SUBSIDIARIES THAT IT AND ITS REPRESENTATIVES HAVE DESIRED OR REQUESTED TO SEE OR REVIEW, AND THAT IT AND ITS REPRESENTATIVES HAVE HAD A FULL OPPORTUNITY TO MEET WITH THE OFFICERS AND EMPLOYEES OF THE COMPANY AND THE COMPANY SUBSIDIARIES TO DISCUSS THE BUSINESS OF THE COMPANY AND THE COMPANY SUBSIDIARIES. PARENT ACKNOWLEDGES THAT (I) NEITHER THE COMPANY NOR ANY OTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE COMPANY OR ANY COMPANY SUBSIDIARY OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE COMPANY AND THE COMPANY SUBSIDIARIES FURNISHED OR MADE AVAILABLE TO PARENT AND ITS REPRESENTATIVES, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, (II) PARENT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY FROM THE COMPANY, ANY COMPANY SUBSIDIARY OR ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSINGOTHER PERSON IN DETERMINING TO ENTER INTO THIS AGREEMENT, SELLERS EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT AND (III) NO PERSON SHALL HAVE NOT MADEOR BE SUBJECT TO ANY LIABILITY TO PARENT OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PARENT, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONSOR PARENT’S USE, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND SUCH INFORMATION, INCLUDING ANY INFORMATION, DOCUMENTS OR CHARACTER WHATSOEVERMATERIAL MADE AVAILABLE TO PARENT IN ANY PHYSICAL OR ELECTRONIC “DATA ROOMS”, WHETHER MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PARENT ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTYFINANCIAL PROJECTIONS, INCLUDINGFORECASTS, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS COST ESTIMATES AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING OTHER PREDICTIONS RELATING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALS, COMPANY AND (K) WHETHER PURCHASER WILL BE ABLE THE COMPANY SUBSIDIARIES MADE AVAILABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTS.PARENT. ARTICLE V

No Additional Representations. PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS FOR SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH HEREIN AND IN THIS AGREEMENT OR ANY CLOSING DOCUMENT DOCUMENTS DELIVERED PURSUANT TO THE TERMS HEREOF BY SELLERS SELLER TO PURCHASER AT CLOSING, SELLERS HAVE SELLER HAS NOT MADE, DO DOES NOT MAKE AND SPECIFICALLY DISCLAIM DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, PROPERTY INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, AND (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT EXCEPT AS OTHERWISE SET FORTH HEREIN, (J) SELLER, UNLESS OTHERWISE REQUIRED BY LAW, IS UNDER NO DUTY TO MAKE ANY AFFIRMATIVE DISCLOSURES REGARDING ANY MATTER REGARDING TERMITES OR ANY HAZARDOUS MATERIALS, AND (K) WHETHER PURCHASER WILL WHICH MAY BE ABLE KNOWN TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSSELLER.

No Additional Representations. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN THIS AGREEMENT AND IN THE INSTRUMENTS OF CLOSING, PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY CLOSING DOCUMENT DELIVERED BY SELLERS AT CLOSING, SELLERS HAVE SELLER HAS NOT MADE, DO DOES NOT MAKE AND SPECIFICALLY DISCLAIM DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTYGEOLOGY, (DB) THE INCOME TO BE DERIVED FROM THE PROPERTY, (EC) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (FD) THE COMPLIANCE OF OR BY THE PROPERTY OR THE ITS OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVERBODY, (GE) THE HABITABILITY HABITABILITY, MERCHANTABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY PURPOSE OF THE PROPERTY PROPERTY, OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (IF) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, (J) AND SPECIFICALLY DISCLAIMS ANY MATTER REPRESENTATIONS REGARDING TERMITES OR WASTES, AS DEFINED BY THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., OR ANY HAZARDOUS MATERIALSSUBSTANCE, AS DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980 ("CERCLA"), AS AMENDED, AND REGULATIONS PROMULGATED THEREUNDER. EXCEPT TO THE EXTENT ANY CLAIM, DAMAGE, LOSS OR LIABILITY RESULTS FROM ANY ACT OR OMISSION OF SELLER, PURCHASER, ITS SUCCESSORS AND ASSIGNS, HEREBY WAIVE, RELEASE AND AGREE NOT TO MAKE ANY CLAIM OR BRING ANY COST RECOVERY ACTION OR CLAIM FOR CONTRIBUTION OR OTHER ACTION OR CLAIM AGAINST SELLER OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR ASSIGNS (KCOLLECTIVELY, "SELLER AND ITS AFFILIATES") WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSBASED ON (A) ANY FEDERAL, STATE, OR LOCAL ENVIRONMENTAL OR HEALTH AND SAFETY LAW OR REGULATION, INCLUDING CERCLA OR ANY STATE EQUIVALENT, OR ANY SIMILAR LAW NOW EXISTING OR HEREAFTER ENACTED, (B) ANY DISCHARGE, DISPOSAL, RELEASE, OR ESCAPE OF ANY CHEMICAL, OR ANY MATERIAL WHATSOEVER, ON, AT, TO, OR FROM THE PROPERTY; OR (C) ANY ENVIRONMENTAL CONDITIONS WHATSOEVER ON, UNDER, OR IN THE VICINITY OF THE PROPERTY.

No Additional Representations. PURCHASER ACKNOWLEDGES EXCEPT FOR THE REPRESENTATIONS AND AGREES THAT EXCEPT AS WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT ARTICLE III (AS MODIFIED BY THE DISCLOSURE SCHEDULE) OR ARTICLE IV (AS MODIFIED BY THE DISCLOSURE SCHEDULE), NEITHER THE COMPANY NOR SELLER IS MAKING ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER, INCLUDING WITH RESPECT TO THE COMPANY, OR ANY CLOSING DOCUMENT DELIVERED OF THE ASSETS, RIGHTS, OR PROPERTIES OF THE COMPANY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III (AS MODIFIED BY SELLERS AT CLOSINGTHE DISCLOSURE SCHEDULE) OR ARTICLE IV (AS MODIFIED BY THE DISCLOSURE SCHEDULE), SELLERS HAVE THE CONDITION OF THE ASSETS, PROPERTIES, AND RIGHTS OF THE COMPANY WILL BE "AS IS" AND "WHERE IS." NEITHER SELLER NOR THE COMPANY NOR ANY OTHER PERSON (INCLUDING, ANY STOCKHOLDER, MEMBER, OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF ANY OF THE FOREGOING, WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER CAPACITY) IS MAKING, AND PURCHASER IS NOT MADERELYING ON, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OTHER STATEMENTS OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, ORAL STATUTORY OR WRITTEN, PAST, PRESENT OR FUTURE, OFOTHERWISE, AS TOTO ANY MATTER CONCERNING THE COMPANY, CONCERNING OR WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION OF THE PROPERTY, (B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN, (C) THE WATER, SOIL AND GEOLOGY OF THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY THIS AGREEMENT OR THE OPERATION THEREOF WITH ANY LAWSTRANSACTIONS CONTEMPLATED HEREBY, RULES, ORDINANCES OR REGULATIONS THE ACCURACY OR COMPLETENESS OF ANY GOVERNMENTAL AUTHORITY INFORMATION PROVIDED TO (OR BODY HAVING JURISDICTION THEREOVER, (GOTHERWISE ACQUIRED BY) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR THE ABILITY TO LEASE OR SELL UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (J) ANY MATTER REGARDING TERMITES PURCHASER OR ANY HAZARDOUS MATERIALS, AND (K) WHETHER PURCHASER WILL BE ABLE TO ENTER INTO REPLACEMENT FRANCHISE AGREEMENTSOF PURCHASER'S REPRESENTATIVES.