Common use of No Other Representations and Warranties Clause in Contracts

No Other Representations and Warranties. Except for the representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for Notwithstanding anything herein to the contrary, the representations and warranties made by Parent of the Company expressly set forth in this Article V (as qualified by III are and shall constitute the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 sole and the introduction to this Article V) exclusive representations and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has warranties made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or Company and its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, with this Agreement or the transactions contemplated hereby. Parent Except for the representations and its Subsidiaries disclaim any other representations or warrantieswarranties referred to in previous sentence, whether made by Parent or any none of the Company, its Subsidiaries or any other Person has made or is making any express or implied representations or warranty, statutory or otherwise, of their respective Affiliates any nature, including with respect to any express or Representativesimplied representation or warranty as to the merchantability, quality, quantity, suitability or fitness for any particular purpose of the business or the assets of the Company and its Subsidiaries. Each Except for the representations and warranties expressly set forth in this Article III, all other warranties, express or implied, statutory or otherwise, of Parentany nature, Bidco including with respect to any express or implied representation or warranty as to the merchantability, quality, quantity, suitability or fitness for any particular purpose of the business or the assets of the Company and each Merger Sub its Subsidiaries, are hereby expressly disclaimed. The Company hereby acknowledges and agrees that, except for the representations and warranties made by the Company set forth in Article IV (in each case as qualified and limited by the applicable items disclosed in the Company Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cLetter), neither the Company nor (a) none of Parent or any of its Subsidiaries, or any of its or their respective Affiliates, stockholders or Representatives, or any other Person Person, has made or is making any express or has made any representations implied representation or warranty, expressed or implied, at law or in equity, warranty with respect to Parent or on behalf any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Company or its Affiliates, stockholders or Representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Company or its Affiliates, stockholders or Representatives, or any other Person, in connection with this Agreement or the transactions contemplated hereby, and (b) to the fullest extent permitted by law, none of Parent or any of its Subsidiaries, or any of its or their businessesrespective Affiliates, operationsstockholders or Representatives, assetsor any other Person, liabilitieswill have or be subject to any liability or other obligation of any kind or nature to the Company or its Affiliates, financial conditionstockholders or Representatives, results or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of operationsits Affiliates, future operating stockholders or financial resultsRepresentatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or Representatives, or any other Person, of any such information provided or made available to any of them by Parent or any of its Subsidiaries, or any of its or their respective Affiliates, stockholders or Representatives, or any other Person, including any information, documents, estimates, projections, forecastsforecasts or other forward-looking information, business plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or material provided to Parent or made available to Parent the Company or any of its Affiliates, stockholders, or Representatives, or any other Person, in any “data rooms,” “virtual data rooms,” management presentations confidential information memoranda or otherwise, in each case in anticipation or contemplation of the Mergers or any other form in expectation of, or in connection with, transaction contemplated by this Agreement, or and (subject to the transactions contemplated hereby or thereby. Each express representations and warranties of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on I and Merger Sub II set forth in Article IV (in each case as qualified and limited by the Parent Disclosure Letter)) none of the Company or any of its Affiliates, stockholders or Representatives, or any other Person, has relied on any such other representations information (including the accuracy or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiescompleteness thereof).

No Other Representations and Warranties. Except for Notwithstanding anything herein to the contrary, the representations and warranties made by Parent of Parent, Merger Sub I and Merger Sub II expressly set forth in this Article V (as qualified by IV are and shall constitute the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 sole and the introduction to this Article V) exclusive representations and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has warranties made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or and its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, with this Agreement or the transactions contemplated hereby. Parent Except for the representations and its Subsidiaries disclaim any other representations or warrantieswarranties referred to in previous sentence, whether made by Parent or any none of Parent, its Subsidiaries or any other Person has made or is making any express or implied representations or warranty, statutory or otherwise, of their respective Affiliates any nature, including with respect to any express or Representativesimplied representation or warranty as to the merchantability, quality, quantity, suitability or fitness for any particular purpose of the business or the assets of Parent and its Subsidiaries. Each Except for the representations and warranties expressly set forth in this Article IV, all other warranties, express or implied, statutory or otherwise, of any nature, including with respect to any express or implied representation or warranty as to the merchantability, quality, quantity, suitability or fitness for any particular purpose of the business or the assets of Parent and its Subsidiaries, are hereby expressly disclaimed. Parent, Bidco and each Merger Sub acknowledges I and agrees Merger Sub II hereby acknowledge and agree that, except for the representations and warranties made set forth in Article III (in each case as qualified and limited by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cLetter), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf (a) none of the Company or any of its Subsidiaries, or any of its or their businessesrespective Affiliates, stockholders or Representatives, or any other Person, has made or is making any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, assetsincluding with respect to any information provided or made available to the Parent, liabilitiesMerger Sub I, financial conditionMerger Sub II or any of their respective Affiliates, results stockholders or Representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Parent, Merger Sub I, Merger Sub II or any of operationstheir respective Affiliates, future operating stockholders or financial resultsRepresentatives, or any other Person, in connection with this Agreement or the transactions contemplated hereby, and (b) to the fullest extent permitted by law, none of the Company or any of its Subsidiaries, or any of its or their respective Affiliates, stockholders or Representatives, or any other Person, will have or be subject to any liability or other obligation of any kind or nature to the Parent, Merger Sub I, Merger Sub II or any of their respective Affiliates, stockholders or Representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Parent, Merger Sub I, Merger Sub II or any of their respective Affiliates, stockholders or Representatives, or any other Person, or the use by the Parent, Merger Sub I, Merger Sub II or any of their respective Affiliates, stockholders or Representatives, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of its or their respective Affiliates, stockholders or Representatives, or any other Person, including any information, documents, estimates, projections, forecastsforecasts or other forward-looking information, business plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or material provided to Parent or made available to Parent Parent, Merger Sub I, Merger Sub II or any of their respective Affiliates, stockholders, or Representatives, or any other Person, in any “data rooms,” “virtual data rooms,” management presentations confidential information memoranda or otherwise, in each case in anticipation or contemplation of the Mergers or any other form in expectation of, or in connection with, transaction contemplated by this Agreement, or and (subject to the transactions contemplated hereby or thereby. Each express representations and warranties of the Company set forth in Article III (in each case as qualified and limited by the Company Disclosure Letter)) none of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on I, Merger Sub II or any of their respective Affiliates, stockholders or Representatives, or any other Person, has relied on any such other representations information (including the accuracy or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiescompleteness thereof).

No Other Representations and Warranties. Except for the representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in this Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making makes or has made any representations representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. The Company and its Subsidiaries disclaim any other representations or warranties, whether made by the Company or any of its Subsidiaries or any of their respective Affiliates or Representatives. The Company acknowledges and agrees that, except for the representations and warranties made by Parent in Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to Article V) and the certificate delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to Parent or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub The Company specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company Parent and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for The representations and warranties set forth in this Section 6 are the only representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 Company, NewCo and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, Sub with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries Shares or any other matter furnished relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Agreement or provided the other Transaction Documents, (a) the Company and NewCo make no warranty, express or implied, as to any matter whatsoever relating to the Shares or any other matter relating to the transactions contemplated by this Agreement, including as to (i) the operation of the business of the Company and its Subsidiaries after the Closing in any manner or (ii) the probable success or profitability of the business of NewCo, the Company and its Subsidiaries after the Closing, and (b) neither the Company or any of its Affiliates, nor any of their respective stockholders, directors, officers, employees or agents will have or be subject to any liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Representatives of, or the Purchaser’s use of, any information relating to the Company or any of its Affiliates, including any descriptive memoranda, summary business descriptions, financial forecasts, projections or models, or any information, documents or material made available to the Company Purchaser or its Affiliates or Representatives, whether orally or in any writing, in management presentations, functional “data rooms,break-out” “virtual data rooms,” management presentations discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of, or in connection with, this Agreement or of the transactions contemplated herebyby this Agreement. Parent The Company, NewCo and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees acknowledge that, except for as set forth in Section 7, neither the Purchaser nor any director, officer, employee, agent or Representative of the Purchaser makes any representation or warranty, either express or implied, concerning the transactions contemplated by this Agreement. Nothing in this Section 6.22 will affect the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) Asset Transfer Agreement or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesCommercial Agreements.

No Other Representations and Warranties. Except for the representations and warranties made by Parent Spartan Stores and the Spartan Stores Subsidiaries in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent Spartan Stores nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, warranty with respect to Spartan Stores or on behalf of Parent the Spartan Stores Subsidiaries or its Subsidiaries, their businessesrespective business, operations, assets, liabilities, condition (financial conditionor otherwise) or prospects, results notwithstanding the delivery or disclosure to Xxxx-Xxxxx or any of operations, future operating its Affiliates or financial results, estimatesRepresentatives of any documentation, projections, forecasts, plans estimates, budgets, prospect information or prospects (including the reasonableness other information with respect to any one or more of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated herebyforegoing. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except Except for the representations and warranties made contained in this Article V (as modified or disclosed against by the Company Spartan Stores Disclosure Letter and Spartan Stores SEC Documents), Spartan Stores hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Xxxx-Xxxxx or its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Xxxx-Xxxxx by any director, officer, employee, agent, consultant, or representative of Spartan Stores or any of its Affiliates or Representatives). Except for the representations and warranties set forth in Article IV (as qualified by the applicable items disclosed or in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the any certificate to be delivered by the Company pursuant to Section 9.02(c)this Agreement, Spartan Stores hereby acknowledges that neither the Company Xxxx-Xxxxx, nor any of its respective stockholders, directors, officers, employees, Affiliates, advisors, agents or Representatives, nor any other Person Person, has made or is making any other express or has made any representations implied representation or warranty, expressed or implied, at law or in equity, warranty with respect to Xxxx-Xxxxx, its businesses or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of with respect to any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesSpartan Stores.

No Other Representations and Warranties. Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in or any document, agreement, certificate or other instrument contemplated hereby, none of the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor Parties or any other Person (including either Merger Sub) makes or on behalf of a Parent Party has made any representation or warranty, expressed or implied, at law or in equity, with respect to the Parent Parties or on behalf any of Parent or its Subsidiariestheir respective Affiliates, their respective businesses, operations, assets, liabilities, condition (financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cotherwise), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company Parent Parties or its Subsidiaries any of their respective Affiliates. In particular, without limiting the foregoing disclaimer, none of the Parent Parties or any other matter Person on behalf of a Parent Party makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to the Parent Parties, except for the representations and warranties made by the Parent Parties in this Article V or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence of the Parent Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Parent Parties acknowledge and agree that none of the Company Parties or any other Person on behalf of the Company Parties has made or is making any representations or warranties relating to the Acquired Companies whatsoever, express or implied, beyond those expressly given by the Company Parties in Article IV or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding any Acquired Company furnished or provided to Parent or made available to the Parent in Parties or any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiestheir respective Representatives.

No Other Representations and Warranties. Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by IV or any document, agreement, certificate or other instrument contemplated hereby, none of the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor Company Parties or any other Person (including either Merger Sub) makes or on behalf of the Company Parties has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiariesthe Acquired Companies, their respective businesses, operations, assets, liabilities, condition (financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cotherwise), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Acquired Companies. In particular, without limiting the foregoing disclaimer, none of the Company or its Subsidiaries Parties or any other matter Person on behalf of the Company Parties makes or has made any representation or warranty to any Parent Party or any of their respective Affiliates or Representatives with respect to the Acquired Companies, except for the representations and warranties made by the Company Parties in this Article IV or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to the Parent Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the Company Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Company Parties acknowledge and agree that none of the Parent Parties or any other Person on behalf of a Parent Party has made or is making any representations or warranties relating to the Parent Parties whatsoever, express or implied, beyond those expressly given by the Parent Parties in Article V or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding any Parent Party furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesParties or their Representatives.

No Other Representations and Warranties. Except for the representations and warranties made by Parent QLT in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)3.1, neither Parent QLT nor any other Person (including either Merger Sub) makes any express or has made any implied representation or warranty, expressed or implied, at law or in equity, warranty with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent QLT or any of its Subsidiaries or any of their respective Affiliates businesses, assets, operations, liabilities, condition (financial or Representativesotherwise) or prospects, and QLT hereby disclaims any such other representations or warranties. Each of ParentIn particular, Bidco and each Merger Sub acknowledges and agrees thatwithout 41 limiting the foregoing disclaimer, except for the representations and warranties made by the Company QLT in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with this Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c)3.1, neither the Company QLT nor any other Person is making makes or has made any representations representation or warranty, expressed warranty to Auxilium or implied, at law or in equityany of its Representatives, with respect to (i) any financial projection, forecast, estimate, budget or on behalf prospective information relating to QLT, any of the Company QLT Subsidiaries or their respective businesses or operations or (ii) any oral or written information furnished or made available to Auxilium or any of its SubsidiariesRepresentatives in the course of their due diligence investigation of QLT, their businessesthe negotiation of this Agreement or the consummation of the Transaction, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness accuracy, completeness or currency thereof, and neither QLT nor any other Person will have any liability to Auxilium or any other Person in respect of such information, including any subsequent use of such information, except in the assumptions underlying such estimatescase of fraud. Notwithstanding anything contained in this Agreement to the contrary, projectionsQLT acknowledges and agrees that none of Auxilium or any other Person has made or is making any representations or warranties whatsoever, forecastsexpress or implied, plans beyond those expressly made by Auxilium in Section 3.2, including any implied representation or prospects) or warranty as to the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter Auxilium furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation ofQLT, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each any of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesRepresentatives.

No Other Representations and Warranties. Except as otherwise expressly set forth in this Article III (as modified by the Company Disclosure Letter) or the Spin-Off Transaction Agreements, (a) the Company expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition, value or quality of the Company or the Company’s assets, and (b) the Company specifically disclaims any representation or warranty of merchantability, usage, suitability or fitness for any particular purpose with respect to the Company’s 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 Date, and in their present condition, and Parent and Merger Sub shall rely on their own examination and investigation thereof. Except for the representations and warranties made by Parent contained in this Article V III hereof (as qualified modified by the applicable items disclosed in the Parent Company Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospectsLetter) or the accuracy or completeness Spin-Off Transaction Agreements, the Company hereby disclaims all liability and responsibility, to the fullest extent permitted by Law, for. Without limiting the generality of any information regarding Parent the foregoing, none of the Company or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or nor any of their respective Affiliates Representatives or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making makes a representation or has made any representations warranty to Parent or warranty, expressed or implied, at law or in equity, Merger Sub with respect to (A) any projection or on behalf forecast regarding future results or activities or the probable success or profitability of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans any estimates or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding budgets for the Company or its Subsidiaries or (B) any other matter furnished materials, documents or provided information relating to Parent the Company or its Subsidiaries made available to each of Parent or Merger Sub or their Representatives in any “data roomsroom,” “virtual data rooms,” management presentations confidential memorandum, other offering materials or otherwise, except as expressly and specifically covered by a representation or warranty set forth in Article III or the Spin-Off Transaction Agreements. Except for the representations and warranties contained in Article IV, none of Parent or any of Parent’s Subsidiaries or any of their respective Affiliates, directors, officers, employees, controlling Persons, agents or other Representatives or any other form in expectation ofPerson has made or makes, and the Company hereby disclaims reliance on, any other representation or in connection withwarranty, this Agreementexpress or implied, whether written or the transactions contemplated hereby or thereby. Each oral, on behalf of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on Sub, their respective Subsidiaries or has relied on their respective Affiliates, directors, officers, employees, controlling Persons, agents or other representatives or any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for the representations and warranties made by Parent Montage, New Holdco, Merger Sub 1 or Merger Sub 2 in this Article V IV (as qualified by the applicable items disclosed in the Parent Montage Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article VLetter) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)or any other Transaction Document, neither Parent nor none of Montage, New Holdco, Merger Sub 1, Merger Sub 2 or any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, equity with respect to or on behalf of Parent Montage or its the Montage Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent Montage or its the Montage Subsidiaries or any other matter furnished or provided to the Company Marigold or made available to the Company Marigold in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement Agreement, any other Transaction Document or the transactions contemplated herebyhereby or thereby. Parent Montage and its the Montage Subsidiaries disclaim any other representations or warranties, whether made by Parent or the Montage Shareholders, Montage, any of its Subsidiaries Montage Subsidiary or any of their respective Affiliates Affiliates, officers, directors, employees, agents or Representatives. Each Except for the representations and warranties contained in this Article IV (as qualified by the applicable items disclosed in the Montage Disclosure Letter) or in any other Transaction Document, Montage and its Affiliates hereby disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Marigold or its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Marigold by any director, officer, employee, agent, consultant, or representative of Parentthe Montage Shareholders, Bidco and each Merger Sub Montage, any Montage Subsidiary or any of their respective Affiliates). Marigold acknowledges and agrees that, except for the representations and warranties made by the Company Montage in this Article IV (as qualified by the applicable items disclosed in the Company Montage Disclosure Schedule Letter) or in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c)any other Transaction Document, neither the Company Montage nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Montage or the Company or its Montage Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Montage or the Company or its Montage Subsidiaries or any other matter furnished or provided to Parent Marigold or made available to Parent Marigold in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub Marigold specifically disclaims that it is relying on upon or has relied on upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company Montage and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for the representations and warranties made by Parent Montage or Merger Sub in this Article V IV (as qualified by the applicable items disclosed in the Parent Montage Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article VLetter) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)or any other Transaction Document, neither Parent nor none of Montage, Merger Sub or any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, equity with respect to or on behalf of Parent Montage or its the Montage Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent Montage or its the Montage Subsidiaries or any other matter furnished or provided to the Company Marigold or made available to the Company Marigold in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement Agreement, any other Transaction Document or the transactions contemplated herebyhereby or thereby. Parent Montage and its the Montage Subsidiaries disclaim any other representations or warranties, whether made by Parent or the Montage Shareholders, Montage, any of its Subsidiaries Montage Subsidiary or any of their respective Affiliates Affiliates, officers, directors, employees, agents or Representatives. Each Except for the representations and warranties contained in this Article IV (as qualified by the applicable items disclosed in the Montage Disclosure Letter) or in any other Transaction Document, Montage and its Affiliates hereby disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Marigold or its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Marigold by any director, officer, employee, agent, consultant, or representative of Parentthe Montage Shareholders, Bidco and each Merger Sub Montage, any Montage Subsidiary or any of their respective Affiliates). Marigold acknowledges and agrees that, except for the representations and warranties made by the Company Montage in this Article IV (as qualified by the applicable items disclosed in the Company Montage Disclosure Schedule Letter) or in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c)any other Transaction Document, neither the Company Montage nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Montage or the Company or its Montage Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Montage or the Company or its Montage Subsidiaries or any other matter furnished or provided to Parent Marigold or made available to Parent Marigold in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub Marigold specifically disclaims that it is relying on upon or has relied on upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company Montage and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for the representations and warranties expressly made by Parent and Merger Sub in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)IV, neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, warranty with respect to or on behalf of Parent or its Subsidiaries, the Parent Subsidiaries or their businessesrespective business, operations, assets, liabilities, condition (financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans otherwise) or prospects) , notwithstanding the delivery or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided disclosure to the Company or any of its Affiliates or Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. Parent and Merger Sub acknowledge that in entering into this Agreement, each relied solely upon its independent investigation and analysis and the representations and warranties of the Company and the Company Subsidiaries set forth in Article III and that the Company makes no representation or warranty as to any matter whatsoever except as expressly set forth in this Agreement or in any certificate delivered by the Company to Parent or Merger Sub in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that the Company makes no representation or warranty with respect to (a) any projections, estimates or budgets delivered or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries Merger Sub (or any of their respective Affiliates Affiliates, officers, directors, employees or Representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (b) the future business and operations of the Company and its Subsidiaries. Each of Absent fraud, the Company, the Company Subsidiaries, and their respective Affiliates, shareholders, members, and Representatives will have no liability or responsibility based upon any information provided or made available or statements made or omissions therefrom to Parent, Bidco and each Merger Sub acknowledges and agrees thatthe Parent Subsidiaries or their respective Representatives, except for as and only to the representations and warranties made by the Company extent expressly set forth in Article IV this Agreement (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cLetter), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for the representations and warranties made by Parent Mercury, New Holdco, Merger Sub 1 or Merger Sub 2 in this Article V IV (as qualified by the applicable items disclosed in the Parent Mercury Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article VLetter) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)or any other Transaction Document, neither Parent nor none of Mercury, New Holdco, Merger Sub 1, Merger Sub 2 or any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, equity with respect to or on behalf of Parent Mercury or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent Mercury or its Subsidiaries or any other matter furnished or provided to the Company Xxxxx or made available to the Company Xxxxx in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement Agreement, any other Transaction Document or the transactions contemplated herebyhereby or thereby. Parent Mercury and its the Mercury Subsidiaries disclaim any other representations or warranties, whether made by Parent or the Mercury Shareholders, Mercury, any of its Subsidiaries Mercury Subsidiary or any of their respective Affiliates, officers, directors, employees, agents or representatives. Except for the representations and warranties contained in this Article IV (as qualified by the applicable items disclosed in the Mercury Disclosure Letter), Mercury and its Affiliates hereby disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Xxxxx or its Affiliates or Representativesrepresentatives (including any opinion, information, projection, or advice that may have been or may be provided to Xxxxx by any director, officer, employee, agent, consultant, or representative of the Mercury Shareholders, Mercury, any Mercury Subsidiary or any of their respective Affiliates). Each of Parent, Bidco and each Merger Sub Xxxxx acknowledges and agrees that, except for the representations and warranties made by the Company Mercury in this Article IV (as qualified by the applicable items disclosed in the Company Mercury Disclosure Schedule Letter) or in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c)any other Transaction Document, neither the Company Mercury nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company Mercury or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company Mercury or its Subsidiaries or any other matter furnished or provided to Parent Xxxxx or made available to Parent Xxxxx in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub Xxxxx specifically disclaims that it is relying on upon or has relied on upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company Mercury and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)4, neither Parent of the Company Parties nor any other Person (including either Merger Sub) makes or on behalf of the Company Parties has made any representation or warranty, expressed or implied, at law or in equity, with respect to the Company Parties or on behalf of Parent or its Company Subsidiaries, their businesses, operations, assets, liabilities, condition (financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cotherwise), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company Parties or its Subsidiaries Company Subsidiaries. In particular, without limiting the foregoing disclaimer, neither of the Company Parties nor any other Person makes or has made any representation or warranty to the Parent Parties or any of their Affiliates or Representatives with respect to, except for the representations and warranties made by the Company Parties in this Article 4, any oral or written information presented to the Parent Parties or any of their Affiliates or Representatives in the course of their due diligence of the Company Parties, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything contained in this Agreement to the contrary, the Company Parties acknowledge and agree that none of the Parent Parties or any other matter Person has made or is making any representations or warranties relating to the Parent Parties whatsoever, express or implied, beyond those expressly given by the Parent Parties in Article 5, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Parent Parties furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim Parties or any such other representations and warrantiesof their Representatives.

No Other Representations and Warranties. Except for (a) Each of Parent and Merger Sub has conducted its own independent review and analysis of the representations Company and warranties made by its Subsidiaries and their respective businesses. Each of Parent in this Article V (as qualified by and Merger Sub acknowledges that neither the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent Company nor any other Person (including either on behalf of the Company makes, and none of Parent or Merger Sub) makes Sub has relied upon, any express or has made any implied representation or warranty, expressed or implied, at law or in equity, warranty with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or with respect to any of their respective Affiliates other information provided to Parent or RepresentativesMerger Sub in connection with the Transactions including the accuracy or completeness thereof other than the representations and warranties contained in Article 3. Each of Parent, Bidco Parent and each Merger Sub acknowledges and agrees that, except for to the representations and warranties made fullest extent permitted by applicable Law, the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, and their businessesrespective affiliates, operationsstockholders, assetscontrolling Persons or Representatives shall not have any liability or responsibility whatsoever to Parent, liabilitiesMerger Sub, or their respective affiliates, stockholders, controlling Persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered pursuant to this Agreement and any financial condition, results of operations, future operating or financial results, estimates, statements and any projections, forecasts, plans estimates or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospectsother forward-looking information) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent (including in any “data rooms,” “virtual data rooms,” , management presentations presentations, information or in any other form in expectation ofdescriptive memorandum or supplemental information), or in connection withstatements made (or any omissions therefrom), this Agreementto Parent, Merger Sub, or any of their respective affiliates, stockholders, controlling Persons or Representatives, except as and only to the transactions contemplated hereby or therebyextent expressly set forth in Article 3. Each of Parent, Bidco Parent and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that it has been furnished with, or given access to, all information and materials relating to the Company and its Affiliates Subsidiaries that it has requested and representatives of the Company have specifically disclaimed answered all inquiries that Parent or Merger Sub has made of them concerning the Company and do hereby specifically disclaim any such other representations and warrantiesits Subsidiaries.

No Other Representations and Warranties. Except for the representations and warranties made by Parent the Company in this Article V IV (as qualified by the applicable items disclosed in the Parent Company Disclosure Schedule in accordance with Section 11.05 10.05 and the introduction to this Article VIV) and in the certificate to be delivered by Parent the Company pursuant to Section 9.03(c8.02(c), neither Parent the Company nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or any of its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. The Company and its Subsidiaries disclaim any other representations or warranties, whether made by the Company or any of its Subsidiaries or any of their respective Affiliates or Representatives. The Company acknowledges and agrees that, except for the representations and warranties made by Parent in Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 10.05 and the introduction to Article V) and the certificate to be delivered by Parent pursuant to Section 8.03(d), neither Parent nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or any of its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or any of its Subsidiaries or any other matter furnished or provided to Parent or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub The Company specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company Parent and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Notwithstanding anything to the contrary, the foregoing acknowledgment and agreement shall not limit, in any way, the representations or warranties made by the Company in this Article IV or the rights of Parent and Merger Sub in the event of actual and intentional fraud.

No Other Representations and Warranties. Except for the representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in Each of the Parent Disclosure Schedule in accordance with Section 11.05 and Merger Sub has conducted its own independent review and analysis of the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businessesbusiness, operations, assets, Intellectual Property, technology, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or condition and prospects (including the reasonableness of the assumptions underlying such estimatesCompany and acknowledges that it and its representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Each of the Parent and Merger Sub acknowledges that neither the Company nor any Person on behalf of the Company makes, projections, forecasts, plans or prospects) or and none of the accuracy or completeness of any information regarding Parent or its Subsidiaries Merger Sub has relied upon, any express or any other matter furnished implied representation or provided warranty with respect to the Company or made available any Company Subsidiary or with respect to any other information provided to the Company in any “data rooms,” “virtual data rooms,” management presentations Parent or in any other form in expectation of, or Merger Sub in connection with, this Agreement or with the transactions contemplated hereby. Parent by this Agreement including the accuracy, completeness or currency thereof other than the representations and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representativeswarranties contained in Article 3. Each of Parent, Bidco the Parent and each Merger Sub acknowledges and agrees that, except for to the representations and warranties made fullest extent permitted by applicable Law, the Company and the Company Subsidiaries, and their respective affiliates, stockholders, controlling persons or Company Representatives shall not have any liability or responsibility whatsoever to the Parent, Merger Sub, any Parent Subsidiary, or their respective affiliates, stockholders, controlling persons or Parent Representatives on any basis (including in Article IV contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data rooms, management presentations, information or descriptive memorandum or supplemental information), or statements made (or any omissions therefrom), to Parent, Merger Sub, any Parent Subsidiary, affiliates, stockholders, controlling persons or Parent Representatives, except as and only to the extent expressly set forth in this Agreement (as qualified by the applicable items disclosed Company Disclosure Schedule), other than in the case intentional misrepresentation of material facts constituting common law fraud under applicable Law. Notwithstanding the foregoing, nothing herein is intended to relieve any Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, Representative from liability with respect to any contractual or on behalf of other obligation it has to the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results any of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or which pre-existed the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesrelated processes.

No Other Representations and Warranties. (a) Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)4, neither Parent REIT I nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to REIT I or on behalf of Parent or its Subsidiariesany REIT I Subsidiary, their respective businesses, operations, assets, liabilities, condition (financial conditionor otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries REIT I or any other matter furnished or provided to REIT I Subsidiary. In particular, without limiting the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in foregoing disclaimer, neither REIT I nor any other form in expectation of, Person makes or in connection with, this Agreement has made any representation or the transactions contemplated hereby. Parent and its Subsidiaries disclaim warranty to any other representations or warranties, whether made by Parent or any of its Subsidiaries REIT II Party or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees thatRepresentatives with respect to, except for the representations and warranties made by REIT I in this Article 4, any oral or written information presented to the Company in Article IV (as qualified by the applicable items disclosed REIT II Parties or any of their respective Affiliates or Representatives in the Company Disclosure Schedule in accordance with Section 11.05 and course of their due diligence of REIT I, the introduction to Article IV) and negotiation of this Agreement or in the certificate course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to be delivered by the Company pursuant to Section 9.02(c)contrary, REIT I acknowledges and agrees that neither the Company REIT II nor any other Person has made or is making or has made any representations or warrantywarranties relating to the REIT II Parties whatsoever, expressed express or implied, at law beyond those expressly given by any REIT II Party in Article 5, including any implied representation or in equity, with respect warranty as to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter REIT II Party furnished or provided to Parent or made available to Parent in REIT I or any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesRepresentatives.

No Other Representations and Warranties. Except for The representations and warranties set forth in the Collaboration and License Agreement and this Section 3 are the only representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, Company with respect to or on behalf of Parent or its Subsidiariesthe Company, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries and the Shares or any other matter furnished relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Agreement or provided the Collaboration and License Agreement, (a) the Company is selling and transferring the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Shares or any other matter relating to the transactions contemplated by this Agreement, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the business of the Company and its Subsidiaries after the Closing in any manner, or (iii) the probable success or profitability of the business of the Company and its Subsidiaries after the Closing, and (b) neither the Company or any of its Affiliates, nor any of their respective stockholders, directors, officers, employees or agents will have or be subject to any liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Representatives of, or the Purchaser’s use of, any information relating to the Company or any of its Affiliates, including any descriptive memoranda, summary business descriptions, financial forecasts, projections or models, or any information, documents or material made available to the Company Purchaser or its Affiliates or Representatives, whether orally or in any writing, in management presentations, functional “data rooms,break-out” “virtual data rooms,” management presentations discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of, or in connection with, this Agreement or of the transactions contemplated herebyby this Agreement. Parent The Company acknowledges that except as set forth in the Collaboration and its Subsidiaries disclaim License Agreement and Section 4, neither the Purchaser nor the G42 Counterparty nor any other representations director, officer, employee, agent or warrantiesRepresentative of the Purchaser or the G42 Counterparty makes any representation or warranty, whether made either express or implied, concerning the transactions contemplated by Parent or any of its Subsidiaries or any of their respective Affiliates or Representativesthis Agreement. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for Nothing in this Section 3.22 will affect the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 Collaboration and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this License Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for the representations and warranties made by Parent set forth in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)IV, neither Parent the Partnership nor its Subsidiaries nor any other Person (including either Merger Sub) makes or has made any express or implied representation or warranty, expressed or implied, at law or in equity, with respect to the Partnership or on behalf its Subsidiaries or any of Parent the Partnership’s or its Subsidiaries, their ’ respective businesses, operations, assets, liabilities, financial condition, results of operations, future operating prospects or condition (financial resultsor otherwise) or with respect to any other information provided to Parent or the Merger Subs in connection with the Mergers or the other transactions contemplated hereby. Without limiting the generality of the foregoing (except to the extent expressly stated in the representations and warranties set forth in this Article IV), estimatesneither the Partnership nor its Subsidiaries nor any other Person will have or be subject to any liability or other obligation to Parent, the Merger Subs or any other Person resulting from the distribution to Parent or the Merger Subs (including their respective Representatives), or Parent’s or the Merger Subs’ (or such Representatives’) use of, any such information, including any information, documents, projections, forecasts, plans forecasts or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or material made available to Parent or the Company Merger Subs in any certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement the Mergers or the other transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except Except for the representations and warranties made by the Company set forth in this Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 IV, Parent and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making Merger Subs specifically disclaim that they are relying upon or has made have relied upon any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Personwarranties, and acknowledges acknowledge and agrees agree that the Company and its Affiliates have Partnership has specifically disclaimed and do does hereby specifically disclaim any such representation or warranty made by any Person. Parent and the Merger Subs specifically disclaim any obligation or duty by the Partnership or any other Person to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warrantieswarranties set forth in Article IV.

No Other Representations and Warranties. Except for the representations and warranties made by Parent expressly set forth in this Article V 3 (as qualified by modified by, and subject to, the applicable items disclosed in the Parent Company Disclosure Schedule in accordance Schedules with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(crespect thereto), neither Parent nor and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person (including either Merger Sub) makes or acting on their behalf has made or is making any express or implied representation or warranty, expressed warranty of any nature to Buyer or impliedits Affiliates, at law or in equity, with respect to matters relating to the Holders, the Holders’ Representative, the Company or on behalf of Parent or its Subsidiariesany Company Subsidiary, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries respective businesses or any other matter furnished or provided related to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or with the transactions contemplated hereby. Parent , and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been are hereby expressly disclaimed. Without limiting the generality of the foregoing, none of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf has made by or is making any Personrepresentation or warranty with respect to (i) any projections, and acknowledges and agrees that estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Affiliates have specifically disclaimed any Company Subsidiary or (ii) any other information or documents made available to Buyer or their counsel, accountants or advisors with respect to the Company, any Company Subsidiary or their respective businesses or operations, except as expressly set forth in Article 3 (as modified by, and do hereby specifically disclaim subject to, the Company Disclosure Schedules with respect thereto), or as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith. The Company acknowledges that the Buyer has relied on each representation and warranty set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedule with respect thereto), and as set forth in any certificate delivered, or other representations and warrantiesagreement entered into by any such Persons, in connection herewith.

No Other Representations and Warranties. Except for the specific representations and warranties made by Parent contained in this Article V ARTICLE IV (in each case as qualified modified by the applicable items disclosed in the Parent Buyer Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(cSchedule), neither Parent nor none of Buyer, any of its Subsidiaries, any of each of their respective Representatives, or any other Person (including either Merger Sub) makes any express or has made any implied representation or warranty, expressed or implied, at law or in equity, including with respect to Buyer or on behalf any of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement Buyer Ordinary Shares or the transactions contemplated hereby. Parent by this Agreement, any other Transaction Document or any Reorganization Document, and Buyer and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or Buyer, any of its Subsidiaries or any of their respective Affiliates officers, directors, managers, employees, agents or other Representatives. Each Any documents, title information, assessments, surveys, plans, specifications, reports, studies, projections or forecasts or other information made available to Seller by or on behalf of ParentBuyer or any of its Subsidiaries (collectively, Bidco and each Merger Sub acknowledges and agrees that“Buyer Review Documents”) are provided as information only. Seller shall not rely upon any Buyer Review Document(s) in lieu of conducting its own due diligence. Neither Buyer, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c)nor any of its Subsidiaries, neither the Company nor any other Person is making will have, or be subject to, any Liability or other obligation to Seller, its Subsidiaries or any of their respective Representatives or any other Person resulting from Seller’s use of, or the use by any of its Subsidiaries or Representatives of any Buyer Review Documents. Except for the specific representations and warranties contained in this ARTICLE IV (in each case as modified by the Buyer Disclosure Schedule), neither Buyer nor any of its Subsidiaries nor any other Person has made any representations or warrantymade, expressed or implied, at law or in equity, with respect to or on behalf and none of the Company or its Subsidiariesforegoing is making, their businessesand have not authorized anyone else to make, operationsany representation as to: (a) the accuracy, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy reliability or completeness of any information regarding of the Company Buyer Review Documents or its Subsidiaries or (b) any other matter furnished or provided thing affecting or relating to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation ofBuyer, or in connection with, this Agreement, the Buyer Ordinary Shares or the transactions contemplated hereby or therebyShare Consideration. Each of ParentEXCEPT FOR THE SPECIFIC REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV (IN EACH CASE AS MODIFIED BY THE BUYER DISCLOSURE SCHEDULE), Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any PersonBUYER AND ITS SUBSIDIARIES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesWARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO SELLER OR ITS SUBSIDIARIES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO SELLER BY ANY DIRECTOR, OFFICER, MANAGER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF BUYER OR ANY OF ITS SUBSIDIARIES). BUYER MAKES NO REPRESENTATIONS OR WARRANTIES TO SELLER REGARDING THE PROBABLE SUCCESS, PROFITABILITY OR VALUE OF ANY OF BUYER, THE BUYER ORDINARY SHARES OR THE SHARE CONSIDERATION.

No Other Representations and Warranties. Except for the representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 10.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c8.03(d), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or any of its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or any of its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco Parent and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 10.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c8.02(d), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or any of its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or any of its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco Parent and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Notwithstanding anything to the contrary, the foregoing acknowledgment and agreement shall not limit, in any way, the representations or warranties made by Parent and Merger Sub in this Article V or the rights of the Company in the event of actual and intentional fraud.

No Other Representations and Warranties. Except for the representations and warranties made by Parent in this Article V (Other than as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)set forth herein, neither Parent none of Parent, Merger Sub nor any other Person (including either Merger Sub) makes of their respective agents, employees or has made Representatives have made, nor are any of them making any representation or warranty, expressed written or oral, express or implied, at law in respect of Parent, Merger Sub, or in equity, with respect to any of their respective Subsidiaries or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or any representations and warranties about the accuracy or completeness of any information regarding or documents previously provided, and any such other representations or warranties are hereby expressly disclaimed. Notwithstanding the foregoing, Parent hereby acknowledges that during the course of the due diligence investigation of Parent conducted by or its Subsidiaries or any other matter furnished or on behalf of the Company in connection with the Company’s consideration of the Transactions, Parent provided information and made statements to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. and its Representatives regarding Parent and its Subsidiaries disclaim any business, operations, financial condition and other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representativesmatters. Each of Parent, Bidco The Company understands and each Merger Sub hereby acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), that neither the Company nor any other Person is making shall have any right to file, bring or has made make (and hereby expressly waives to the fullest extent allowable under applicable Legal Requirements the right to file, bring or make) any representations lawsuit or warrantyother claims against Parent or any of its Affiliates or Representatives under this Agreement or otherwise as a result of any inaccuracies in any such information or statements unless and solely to the extent that such information or statements (i) are the subject of an express representation and warranty set forth herein, expressed or implied, at law or in equity, with respect to (ii) the Company can demonstrate the commission of Fraud by or on behalf of Parent or the Merger Sub when such information or such statements were provided or otherwise made; provided, however, that notwithstanding the foregoing, the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated understands and hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that neither the Company nor any other Person shall have any right to bring (and hereby expressly waives to the fullest extent allowable under applicable Legal Requirements the right to file, bring or make) any lawsuit or other claims against Parent or any of its Affiliates have specifically disclaimed and do hereby specifically disclaim or Representatives under this Agreement or otherwise arising out of any such other representations and warrantiesforward looking, predictive or prospective information or statements.

No Other Representations and Warranties. Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in 5, none of the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent Parties nor any other Person (including either Merger Sub) makes or on behalf of the Parent Parties has made any representation or warranty, expressed or implied, at law or in equity, with respect to the Parent Parties or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, condition (financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cotherwise), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Parent Parties or Parent Subsidiaries. In particular, without limiting the foregoing disclaimer, neither of the Parent Parties nor any other Person makes or has made any representation or warranty to the Company Parties or its Subsidiaries any of their Affiliates or Representatives with respect to, except for the representations and warranties made by the Parent Parties in this Article 5, any oral or written information presented to the Company Parties or any of their Affiliates or Representatives in the course of their due diligence of the Parent Parties, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything contained in this Agreement to the contrary, the Parent Parties acknowledge and agree that none of the Company Parties or any other matter Person has made or is making any representations or warranties relating to the Company Parties whatsoever, express or implied, beyond those expressly given by the Company Parties in Article 4, including any implied representation or warranty as to the accuracy or completeness of any information regarding Company Parties furnished or provided to Parent or made available to the Parent in Parties or any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiestheir Representatives.

No Other Representations and Warranties. Parent and Merger Sub acknowledge that the representations and warranties set forth in this Agreement have been negotiated at arm’s length among sophisticated business entities. Except for the representations and warranties made by expressly set forth in Article 3, Parent in this Article V (as qualified by and Merger Sub acknowledge that none of Company, any Subsidiary of Company or any of their respective Affiliates or any Person acting on behalf of any of the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) foregoing makes or has made any other express or any implied representation or warrantywarranty to Parent or Merger Sub as to the accuracy or completeness of any information regarding Company, expressed its Subsidiaries or impliedany other matter. Except for the representations and warranties expressly set forth in Article 3, at law Parent and Merger Sub further agree that none of Company, any Subsidiary of Company or any other Person shall have or be subject to any liability to Parent, Merger Sub or any other Person resulting from the distribution to Parent and/or Merger Sub, or Parent’s and/or Merger Sub’s use, of any such information, including any information, document or material made available or provided to Parent or Merger Sub in certain “data rooms,” management presentations or offering or information memoranda, or in equityany other form, in expectation of the transactions contemplated hereby. Parent and Merger Sub acknowledge that the burden to conduct an investigation of Company and its Subsidiaries lies solely with respect Parent and Merger Sub and that Parent and Merger Sub bear the risk that any information, document or material made available or provided to them in the course of its investigation is inaccurate or incomplete, except to the extent otherwise expressly set forth in Article 3. Without limitation, in connection with Parent’s investigation of Company and its Subsidiaries, Parent has received from or on behalf of Parent Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, Affiliates certain estimates, projectionsprojections and other forecasts and plans. Parent and Merger Sub acknowledge that there are uncertainties inherent in attempting to make such estimates, forecastsprojections and other forecasts and plans, that Parent and Merger Sub are familiar with such uncertainties and that Parent and Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans or prospects so furnished to it (including the reasonableness of the assumptions underlying such estimates, projectionsprojections and forecasts). None of Company, forecastsits Subsidiaries, plans or prospects) or the accuracy or completeness any Affiliate of any information regarding Parent Company or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation ofPerson acting on behalf of Company, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of and their respective Affiliates makes any representation or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, warranty with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, such estimates, projections, forecasts, projections and other forecasts and plans or prospects (including the reasonableness of the assumptions or the accuracy of the information underlying such estimates, projections, projections and forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties).

No Other Representations and Warranties. (a) Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)4, neither Parent REIT I nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to REIT I or on behalf of Parent or its Subsidiariesany REIT I Subsidiary, their respective businesses, operations, assets, liabilities, condition (financial conditionor otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries REIT I or any other matter furnished or provided to REIT I Subsidiary. In particular, without limiting the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in foregoing disclaimer, neither REIT I nor any other form in expectation of, Person makes or in connection with, this Agreement has made any representation or the transactions contemplated hereby. Parent and its Subsidiaries disclaim warranty to any other representations or warranties, whether made by Parent or any of its Subsidiaries REIT II Party or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees thatRepresentatives with respect to, except for the representations and warranties made by the Company REIT I Parties in this Article IV (as qualified by 4, any oral or written information presented to the applicable items disclosed REIT II Parties or any of their respective Affiliates or Representatives in the Company Disclosure Schedule in accordance with Section 11.05 and course of their due diligence of the introduction to Article IV) and REIT I Parties, the negotiation of this Agreement or in the certificate course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to be delivered by the Company pursuant to Section 9.02(c)contrary, the REIT I Parties acknowledge and agree that neither the Company REIT II nor any other Person has made or is making or has made any representations or warrantywarranties relating to the REIT II Parties whatsoever, expressed express or implied, at law beyond those expressly given by any REIT II Party in Article 5, including any implied representation or in equity, with respect warranty as to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter REIT II Party furnished or provided to Parent or made available to Parent in the REIT I Parties or any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiestheir respective Representatives.

No Other Representations and Warranties. Except for the representations and warranties made by Parent and Merger Sub in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent Parent, Merger Sub nor any other Person (including either Merger Sub) makes any express or has made any implied representation or warranty, expressed or implied, at law or in equity, warranty with respect to or on behalf of Parent or its SubsidiariesParent, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries Merger Sub or any of their respective Affiliates Subsidiaries or Representatives. Each of Parenttheir respective businesses, Bidco assets, operations, liabilities, condition (financial or otherwise) or prospects, and each of Parent and Merger Sub acknowledges and agrees thathereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent and Merger Sub in this Article V, neither Parent, Merger Sub nor any other Person makes or has made any representation or warranty to the Company in Article IV or any of its Representatives, with respect to (as qualified by i) any financial projection, forecast, estimate, budget or prospective information relating to Parent, any of its Subsidiaries or their respective businesses or operations or (ii) any oral or written information furnished or made available to the applicable items disclosed Company or any of its Representatives in the Company Disclosure Schedule in accordance with Section 11.05 course of its due diligence investigation of Parent, the negotiation of this Agreement or the Related Agreements or the consummation of the Merger and the introduction other transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Parent, Merger Sub nor any other Person will have any liability to Article IV) and the Company or any other Person in respect of such information, including any subsequent use of such information, except in the certificate case of fraud. Notwithstanding anything contained in this Agreement to be delivered by the Company pursuant to Section 9.02(c)contrary, each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any other Person has made or is making or has made any representations or warrantywarranties whatsoever, expressed express or implied, at law or in equity, with respect to or on behalf of beyond those expressly made by the Company in Article IV, including any implied representation or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or warranty as to the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesof their respective Representatives.

No Other Representations and Warranties. (a) Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)5, neither Parent REIT II nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to REIT II or on behalf of Parent or its Subsidiariesany REIT II Subsidiary, their respective businesses, operations, assets, liabilities, condition (financial conditionor otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries REIT II or any other matter furnished or provided to REIT II Subsidiary. In particular, without limiting the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in foregoing disclaimer, neither REIT II nor any other form in expectation of, Person makes or in connection with, this Agreement has made any representation or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent warranty to REIT I or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees thatRepresentatives with respect to, except for the representations and warranties made by the Company REIT II Parties in this Article IV (as qualified by the applicable items disclosed 5, any oral or written information presented to REIT I or any of its Affiliates or Representatives in the Company Disclosure Schedule in accordance with Section 11.05 and course of their due diligence of the introduction to Article IV) and REIT II Parties, the negotiation of this Agreement or in the certificate course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to be delivered by the Company pursuant to Section 9.02(c)contrary, the REIT II Parties acknowledge and agree that neither the Company REIT I nor any other Person has made or is making or has made any representations or warrantywarranties relating to REIT I whatsoever, expressed express or implied, at law beyond those expressly given by REIT I in Article 5, including any implied representation or in equity, with respect warranty as to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter REIT I furnished or provided to Parent or made available to Parent in the REIT II Parties or any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiestheir respective Representatives.

No Other Representations and Warranties. Parent and Merger Sub acknowledge that the detailed representations and warranties set forth in this Agreement have been negotiated at arm’s length among sophisticated business entities. Except for the representations and warranties made by expressly set forth in Article 4, Parent in this Article V (as qualified by and Merger Sub acknowledge that none of the applicable items disclosed in Company, any Subsidiary of the Parent Disclosure Schedule in accordance with Section 11.05 and Company or any of their respective Affiliates or any Person acting on behalf of any of the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) foregoing makes or has made any other express or any implied representation or warrantywarranty to Parent or Merger Sub as to the accuracy or completeness of any information regarding the Company, expressed its Subsidiaries or impliedany other matter. Except for the representations and warranties expressly set forth in Article 4, at law Parent and Merger Sub further agree that none of the Company, any Subsidiary of the Company or any other Person shall have or be subject to any liability to Parent, Merger Sub or any other Person resulting from the distribution to Parent and/or Merger Sub, or Parent’s and/or Merger Sub’s use, of any such information, including any information, document or material made available or provided to Parent or Merger Sub in certain “data rooms,” management presentations or offering or information memoranda, or in equityany other form, in expectation of the transactions contemplated by this Agreement. Parent and Merger Sub acknowledge that the burden to conduct an investigation of the Company and its Subsidiaries lies solely with respect Parent and Merger Sub and that Parent and Merger Sub bear the risk that any information, document or material made available or provided to them in the course of its investigation is inaccurate or incomplete, except to the extent otherwise expressly set forth in Article 4. Without limitation, in connection with Parent’s investigation of the Company and its Subsidiaries, Parent has received from or on behalf of Parent the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, Affiliates certain estimates, projectionsprojections and other forecasts and plans. Parent and Merger Sub acknowledge that there are uncertainties inherent in attempting to make such estimates, forecastsprojections and other forecasts and plans, that Parent and Merger Sub are familiar with such uncertainties and that Parent and Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans or prospects so furnished to it (including the reasonableness of the assumptions underlying such estimates, projectionsprojections and forecasts). Unless otherwise expressly set forth in Article 4, forecastsnone of the Company, plans or prospects) or its Subsidiaries, any Affiliate of the accuracy or completeness of any information regarding Parent Company or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or acting on behalf of the Company Company, its Subsidiaries and their respective Affiliates makes any representation or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, warranty with respect to such estimates, projections, forecasts, projections and other forecasts and plans or prospects (including the reasonableness of the assumptions or the accuracy of the information underlying such estimates, projections, projections and forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties).

No Other Representations and Warranties. Except for the representations and warranties made by expressly set forth in Article III, each of Parent in this Article V and Merger Sub (as qualified by a) (i) specifically acknowledges and agrees that neither the applicable items disclosed in Company, the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)Company Entities nor any of their respective Affiliates, neither Parent Representatives or equity holders nor any other Person makes, or has made, any other express or implied representation or warranty whatsoever (whether at law (including either Merger Subat common law or by statute) makes or has made any representation or warranty, expressed or implied, at law or in equity), including with respect to the Company Entities or on behalf of Parent or its Subsidiariestheir respective businesses, their businessesassets, employees, Permits, liabilities, operations, assetsprospects, liabilitiescondition (financial or otherwise) or any Projection, financial conditionand (ii) hereby expressly waives and relinquishes any and all rights, results Claims or causes of operationsaction (whether in contract or in tort or otherwise, future operating or financial results, estimates, projections, forecasts, plans or prospects whether at law (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans at common law or prospectsby statute) or in equity) based on, arising out of or relating to any such other representation or warranty or any Projection, (b) specifically acknowledges and agrees to the accuracy or completeness Company’s express disclaimer and negation of any information regarding Parent such other representation or its Subsidiaries warranty or any Projection and of all liability and responsibility for any such other matter furnished representation or provided to warranty or any Projection and (c) expressly waives and relinquishes any and all rights, Claims and causes of action (whether in contract or in tort or otherwise, or whether at law (including at 829649.04-LACSR01A - MSW common law or by statute) or in equity) against (i) the Company in connection with accuracy, completeness or materiality of any Projection and (ii) any Affiliate of the Company or made available to the Company’s or any such Affiliate’s respective Representatives or equity holders, and hereby specifically acknowledges and agrees that such Affiliate of the Company in or the Company’s or any “data rooms,” “virtual data rooms,” management presentations such Affiliate’s respective Representatives or in any other form in expectation ofequity holders shall have no liability or obligations, based on, arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim negotiation, execution, performance or subject matter of this Agreement, including (A) for any other representations alleged nondisclosure or warranties, whether misrepresentations made by Parent any such Person or (B) in connection with accuracy, completeness or materiality of any of its Subsidiaries or any of their respective Affiliates or RepresentativesProjection. Each of Parent, Bidco Parent and each Merger Sub acknowledges and agrees thatthat (1) it has conducted to its satisfaction its own independent investigation of the transactions contemplated by this Agreement (including with respect to the Company Entities and their respective businesses, operations, assets and liabilities) and, in making its determination to enter into this Agreement and proceed with the transactions contemplated by this Agreement, has relied solely on the results of such independent investigation and the representations and warranties expressly set forth in Article III, respectively, and (2) except for the representations and warranties made expressly set forth in Article III, it has not relied on, or been induced by, any representation, warranty or other statement of or by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c)or any of its Affiliates, neither the Company nor Representatives or equity holders or any other Person is making Person, including any Projection or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company Entities or its Subsidiariesany of their respective businesses, their businessesassets, employees, Permits, liabilities, operations, assets, liabilities, prospects or condition (financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospectsotherwise) or any Projection, in determining to enter into this Agreement and proceed with the accuracy Merger or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, transactions contemplated by this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for the representations and warranties made by Parent set forth in this Article V (as qualified by Section 5.1 above, each of Parent, Merger Sub and Merger Partnership hereby acknowledges and agrees that neither the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)Company nor any of its Subsidiaries, neither Parent nor any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or representatives, nor any other Person (including either Merger Sub) makes or Person, has made or is making any other express or implied representation or warranty, expressed or implied, at law or in equity, warranty with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or their respective business or operations, including with respect to any information provided, disclosed or delivered to Parent, Merger Sub or Merger Partnership. Neither the Company nor any of its Subsidiaries, nor any of their respective Affiliates stockholders, directors, officers, employees, Affiliates, advisors, agents or Representatives. Each of representatives, nor any other Person, will have or be subject to any liability or indemnification obligation to Parent, Bidco and each Merger Sub acknowledges and agrees thatSub, except for Merger Partnership or any other Person resulting from the representations and warranties delivery, dissemination or any other distribution to Parent, Merger Sub, Merger Partnership or any other Person, or the use by Parent, Merger Sub, Merger Partnership or any other Person, of any such information provided or made available to them by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor or any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, or any of their businessesrespective stockholders, operationsdirectors, assetsofficers, liabilitiesemployees, financial conditionAffiliates, results of operationsadvisors, future operating agents or financial resultsrepresentatives, or any other Person, including any information, documents, estimates, projections, forecastsforecasts or other forward-looking information, business plans, cost-related plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or material provided to Parent or made available to Parent Parent, Merger Sub, Merger Partnership or any other Person in any certain “data rooms,” “virtual data rooms,” confidential information memoranda, management presentations or due diligence discussions in anticipation or contemplation of any other form in expectation of, or in connection with, this Agreement, or of the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesthis Agreement.

No Other Representations and Warranties. Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the 4 or any document, agreement, certificate to be delivered by Parent pursuant to Section 9.03(c)or other instrument contemplated hereby, neither Parent nor none of REIT I or any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to REIT I or on behalf of Parent or its Subsidiariesany REIT I Subsidiary, their respective businesses, operations, assets, liabilities, condition (financial conditionor otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent REIT I or its Subsidiaries any REIT I Subsidiary. In particular, without limiting the foregoing disclaimer, none of REIT I or any other matter furnished Person makes or provided has made any representation or warranty to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries NNN REIT Party or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees thatRepresentatives with respect to, except for the representations and warranties made by REIT I in this Article 4 or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to the Company in Article IV (as qualified by the applicable items disclosed NNN REIT Parties or any of their respective Affiliates or Representatives in the Company Disclosure Schedule in accordance with Section 11.05 and course of their due diligence of REIT I, the introduction to Article IV) and negotiation of this Agreement or in the certificate course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to be delivered by the Company pursuant to Section 9.02(c)contrary, neither REIT I acknowledges and agrees that none of the Company nor NNN REIT Parties or any other Person has made or is making or has made any representations or warrantywarranties relating to the NNN REIT Parties whatsoever, expressed express or implied, at law beyond those expressly given by the NNN REIT Parties in Article 5 or in equityany document, with respect agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter NNN REIT Parties furnished or provided to Parent or made available to Parent in REIT I or any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesRepresentatives.

No Other Representations and Warranties. Except for the representations and warranties made by Parent of Company contained in this Article V 3 (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article Vincluding any Schedules referenced herein) and in any written certificate delivered pursuant hereto, Parent and Merger Sub are entering into this Agreement and will acquire the Shares AS IS AND WITHOUT ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY. Except for the representations and warranties of Company contained in this Article 3 (including any Schedules referenced herein) and in any written certificate to be delivered by Parent pursuant to Section 9.03(c)hereto, neither Parent Company, any Subsidiary, any Shareholder, any directors, officers, Affiliates, Representatives, employees, agents or equityholders of any of them, nor any other Person (including either Merger Sub) makes or Person, has made or will be deemed to have made any express or implied representation or warranty, expressed or implied, at law or in equity, with respect to either written or oral, on behalf of Company, any Subsidiary or any Shareholder, to Parent and its Representatives, with respect to: (a) the business, assets, Liabilities, results of operations or financial condition of Company and its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating including any representation or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or warranty as to the accuracy or completeness of any information regarding Parent or Company and its Subsidiaries or any other matter furnished or provided to the Company or made available (including the Confidential Information Presentation prepared by BlackArch dated November, 2015 (the “Confidential Information Presentation”), and any information, documents or material made available to the Company Parent and its Representatives, in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, of the transactions contemplated by this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations Covered Agreement) (collectively, the “Evaluation Materials”); (b) the future sales, revenue, profitability or warrantiessuccess of Company, whether made by Parent any Subsidiary or the Business, or any representation or warranty arising from statute or otherwise in law, from a course of dealing or from a usage of trade; or (c) Company or any of its Subsidiaries or any the execution and delivery of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) this Agreement or the accuracy or completeness of any information regarding the other Covered Agreements executed by Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent (except as expressly set forth in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, such Covered Agreements) or the transactions contemplated hereby or and thereby. Each of Parent, Bidco and each Merger Sub specifically Company hereby expressly disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any all such other representations and warranties, and Parent and Merger Sub each hereby disclaims any reliance upon any such other representation and warranty.

No Other Representations and Warranties. Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by IV or any document, agreement, certificate or other instrument contemplated hereby, none of the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor REIT I Parties or any other Person (including either Merger Sub) makes or on behalf of a REIT I Party has made any representation or warranty, expressed or implied, at law or in equity, with respect to the REIT I Parties or on behalf of Parent or its Subsidiariesany other REIT I Subsidiary, their respective businesses, operations, assets, liabilities, condition (financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cotherwise), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries REIT I Parties or any other matter REIT I Subsidiary. In particular, without limiting the foregoing disclaimer, none of the REIT I Parties or any other Person on behalf of a REIT I Party makes or has made any representation or warranty to any REIT II Party or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made by the REIT I Parties in this Article IV or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to the REIT II Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the REIT I Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the REIT I Parties acknowledge and agree that none of the REIT II Parties or any other Person on behalf of a REIT II Party has made or is making any representations or warranties relating to the REIT II Parties whatsoever, express or implied, beyond those expressly given by the REIT II Parties in Article V or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding any REIT II Party furnished or provided to Parent or made available to Parent in the REIT I Parties or any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiestheir respective Representatives.

No Other Representations and Warranties. Notwithstanding anything herein to the contrary, the representations and warranties of the Company expressly set forth in this Article IV and in the certificate delivered by the Company pursuant to Section 8.02(c) are and shall constitute the sole and exclusive representations and warranties made with respect to the Company and its Subsidiaries in connection with this Agreement or the Transactions. Except for the representations and warranties made by Parent referred to in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)previous sentence, neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness none of the assumptions underlying such estimatesCompany, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished Person has made or provided is making any express or implied representations or warranty, statutory or otherwise, of any nature, including with respect to any express or implied representation or warranty as to the merchantability, quality, quantity, suitability or fitness for any particular purpose of the business or the assets of the Company and its Subsidiaries. Except for the representations and warranties expressly set forth in Article IV and in the certificate delivered pursuant to Section 8.02(c), all other warranties, express or made available implied, statutory or otherwise, of any nature, including with respect to any express or implied representation or warranty as to the Company in merchantability, quality, quantity, suitability or fitness for any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement particular purpose of the business or the transactions contemplated hereby. Parent assets of the Company and its Subsidiaries disclaim any other representations or warrantiesSubsidiaries, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representativesare hereby expressly disclaimed. Each of Parent, Bidco and each Merger Sub The Company hereby acknowledges and agrees that, except for the representations and warranties made by the Company set forth in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) V and in the certificate delivered by Parent, First Merger Sub or Second Merger Sub pursuant to Section 8.03(c), (a) none of Parent or any of its Subsidiaries, or any of its or their respective Affiliates, stockholders or Representatives, or any other Person, has made or is making any express or implied representation or warranty with respect to Parent or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Company or any of its Affiliates, stockholders or Representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Company or any of its Affiliates, stockholders or Representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by law, none of Parent or any of its Subsidiaries, or any of its or their respective Affiliates, stockholders or Representatives, or any other Person, will have or be delivered subject to any liability or other obligation of any kind or nature to the Company or any of its Affiliates, stockholders or Representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or Representatives, or any other Person, or the use by the Company pursuant to Section 9.02(c)or any of its Affiliates, neither the Company nor stockholders or Representatives, or any other Person is making Person, of any such information provided or has made available to any representations of them by Parent or warranty, expressed or implied, at law or in equity, with respect to or on behalf any of the Company or its Subsidiaries, or any of its or their businessesrespective Affiliates, operationsstockholders or Representatives, assetsor any other Person, liabilitiesincluding any information, financial condition, results of operations, future operating or financial resultsdocuments, estimates, projections, forecastsforecasts or other forward-looking information, business plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or material provided to Parent or made available to Parent the Company or any of its Affiliates, stockholders, or Representatives, or any other Person, in any “data rooms,” “virtual data rooms,” confidential information memoranda, management presentations or otherwise in anticipation or contemplation of the Mergers or any other form in expectation ofTransaction, or in connection with, this Agreement, or and (subject to the transactions contemplated hereby or thereby. Each express representations and warranties of Parent, Bidco and each First Merger Sub specifically disclaims that it is relying on and Second Merger Sub set forth in Article V and the certificate delivered by Parent, First Merger Sub or Second Merger Sub pursuant to Section 8.03(c)) none of the Company or any of its Affiliates, stockholders or Representatives, or any other Person, has relied on any such other representations information (including the accuracy or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiescompleteness thereof).

No Other Representations and Warranties. Except for the specific representations and warranties made by Parent contained in this Article V ARTICLE III (in each case as qualified modified by the applicable items disclosed in the Parent Seller Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(cSchedule), neither Parent nor none of Seller, any of its Subsidiaries, any of each of their respective Representatives, or any other Person (including either Merger Sub) makes any express or has made any implied representation or warranty, expressed or implied, at law or in equity, including with respect to Seller or on behalf any of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects Subsidiaries (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) Transferred Entities or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement JV Entities) or the transactions contemplated hereby. Parent by this Agreement, any other Transaction Document or any Reorganization Document, and Seller and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or Seller, any of its Subsidiaries or any of their respective Affiliates officers, directors, managers, employees, agents or other Representatives. Each Any documents, title information, assessments, surveys, plans, specifications, reports, studies, projections or forecasts or other information made available to Buyer by or on behalf of ParentSeller or any of its Subsidiaries (collectively, Bidco and each Merger Sub acknowledges and agrees that“Seller Review Documents”) are provided as information only. Buyer shall not rely upon any Seller Review Document(s) in lieu of conducting its own due diligence. Neither Seller, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c)nor any of its Subsidiaries, neither the Company nor any other Person is making will have, or be subject to, any Liability or other obligation to Buyer, its Subsidiaries or any of their respective Representatives or any other Person resulting from Buyer’s use of, or the use by any of its Subsidiaries or Representatives of any Seller Review Documents. Except for the specific representations and warranties contained in this ARTICLE III (in each case as modified by the Seller Disclosure Schedule), neither Seller nor any of its Subsidiaries nor any other Person has made any representations or warrantymade, expressed or implied, at law or in equity, with respect to or on behalf and none of the Company or its Subsidiariesforegoing is making, their businessesand have not authorized anyone else to make, operationsany representation as to: (a) the accuracy, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy reliability or completeness of any information regarding of the Company Seller Review Documents, (b) the condition of any building(s), structures or its Subsidiaries other improvements at the Real Property, (c) the operating condition of the properties or assets of the Business, (d) the Environmental Conditions of the Real Property INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS SUBSTANCES, (e) the enforceability of, or Buyer’s ability to obtain the benefits of, any Contract affecting the Business, (f) the transferability or assignability of any Contract or Permit, or (g) any other matter furnished or provided thing affecting or relating to Parent the Business, the Transferred Entities, the JV Entities, the Transferred Interests, the JV Interests, the Transferred Assets or made available the Assumed Liabilities. Notwithstanding anything to Parent the contrary contained in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, neither Seller, nor any of its Subsidiaries, nor any other Person makes any express or implied representation or warranty with respect to the Retained Assets, the Retained Businesses or the transactions contemplated hereby or therebyRetained Liabilities. Each of ParentEXCEPT FOR THE SPECIFIC REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III (IN EACH CASE AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULE), Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any PersonSELLER AND ITS SUBSIDIARIES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesWARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR ITS SUBSIDIARIES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER BY ANY DIRECTOR, OFFICER, MANAGER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF SELLER OR ANY OF ITS SUBSIDIARIES). SELLER MAKES NO REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS, PROFITABILITY OR VALUE OF ANY OF THE BUSINESS, THE TRANSFERRED ENTITIES, THE JV ENTITIES, THE JV INTERESTS, THE TRANSFERRED INTERESTS, THE TRANSFERRED ASSETS AND/OR THE ASSUMED LIABILITIES.

No Other Representations and Warranties. Except for the representations and warranties made by Parent Company in this Article V IV (as qualified by the applicable items disclosed in the Parent Company Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article VIV) and in the certificate to be delivered by Parent Company pursuant to Section 9.03(c8.2(d), neither Parent Company nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent Purchaser or made available to Parent Purchaser in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Company and its Subsidiaries disclaim any other representations or warranties, whether made by Company or any of its Subsidiaries or any of their respective Affiliates or Representatives. Company acknowledges and agrees that, except for the representations and warranties made by Purchaser in Article V (as qualified by the applicable items disclosed in the Purchaser Disclosure Schedule in accordance with the introduction to Article V) and the certificate delivered by Purchaser pursuant to Section 8.3(c), neither Purchaser nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of any member of the Purchaser Group, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding any member of the Purchaser Group or any other matter furnished or provided to Purchaser or made available to Purchaser in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub Company specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company Purchaser and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. (a) Acquiror acknowledges that the detailed representations and warranties set forth in this Agreement have been negotiated at arm’s length among sophisticated Persons. Except for the representations and warranties made by Parent set forth in Article III and Article IV (in each case, subject to the Company Disclosure Schedules) of this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) Agreement and in the certificate to be delivered by Parent pursuant to Section 9.03(c)other Transaction Documents, neither Parent nor Acquiror acknowledges that none of the members of the Company Group, its Subsidiaries, Seller or any other of their respective Affiliates or any Person (including either Merger Sub) acting on behalf of any of the foregoing makes or has made any other express or any implied representation or warranty, expressed or implied, at law or in equity, with respect warranty to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or Acquiror as to the accuracy or completeness of any information regarding Parent or any member of the Company Group, any of its Subsidiaries Subsidiaries, Seller or any other matter furnished matter. Acquiror further agrees that none of the members of the Company Group, its Subsidiaries, Seller or any other Person shall have or be subject to any Liability to Acquiror or any other Person resulting from the distribution to Acquiror, or Acquiror’s use, of any such information, including any information, document or material made available or provided to Acquiror in the Company or made available to the Company in any “data rooms,” “virtual data rooms,” Data Room, management presentations or offering or information memoranda, or in any other form form, in expectation of, or in connection with, this Agreement or of the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees thatthis Agreement, except for claims arising out of Fraud. Except with respect to the representations and warranties made by the Company set forth in Article III and Article IV (as qualified by the applicable items disclosed in each case, subject to the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IVSchedules) of this Agreement and in the certificate to be delivered by other Transaction Documents, Acquiror is acquiring the Company pursuant to Section 9.02(c)Equity Interests, neither and the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf assets of the members of the Company or Group and its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including Subsidiaries that are being transferred to Acquiror upon the reasonableness acquisition by Acquiror of the assumptions underlying such estimatesEquity Interests, projectionsAS IS, forecastsWHERE IS. THE MEMBERS OF THE COMPANY GROUP, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation ofITS SUBSIDIARIES AND SELLER DISCLAIM ALL OTHER EXPRESS AND ALL IMPLIED WARRANTIES RELATING THERETO, or in connection withINCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesNON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

No Other Representations and Warranties. Except for the representations and warranties made by Parent expressly set forth in this Article V Section 5.2 (as qualified modified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(cLetter), neither Parent none of Parent, Merger Sub I, Merger Sub II nor any other Person (including either Merger Sub) has made, makes or has made shall be deemed to make any other representation or warrantywarranty of any kind whatsoever, expressed express or implied, written or oral, at law or in equity, with respect to or on behalf of Parent or its SubsidiariesParent, their businessesMerger Sub I, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries Merger Sub II or any of their respective Affiliates Affiliates, including any representation or Representatives. Each warranty regarding any other Person, Parent, Merger Sub I, Merger Sub II or any of their Subsidiaries, any other rights or obligations to be transferred pursuant to this Agreement or any other matter, and each of Parent, Bidco and each Merger Sub acknowledges I and agrees that, except for the Merger Sub II hereby disclaim all other representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c)of any kind whatsoever, neither the Company nor any other Person is making or has made any representations or warranty, expressed express or implied, written or oral, at law or in equity, with respect to whether made by or on behalf of Parent, Merger Sub I, Merger Sub II or any other Person. Except for the Company or its Subsidiariesrepresentations and warranties expressly set forth in this Section 5.2, their businesseseach of Parent, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, Merger Sub I and Merger Sub II hereby disclaim all liability and responsibility for all projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projectionsfinancial statements, forecastsfinancial information, plans appraisals, statements, promises, advice, data or prospectsinformation made, communicated or furnished (orally or in writing, including electronically) or the accuracy or completeness of any information regarding to the Company or any of its Subsidiaries Affiliates or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation ofRepresentatives of the Company, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesincluding omissions therefrom.

No Other Representations and Warranties. Except for the representations and warranties made by Parent as expressly set forth in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)III, neither Parent none of Parent, Merger Sub nor any other Person (including either Merger Sub) makes of their respective agents, employees or has made Representatives have made, nor are any of them making any representation or warranty, expressed written or oral, express or implied, at law in respect of Parent, Merger Sub, or in equity, with respect to any of their respective Subsidiaries or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or any representations and warranties about the accuracy or completeness of any information regarding Parent or its Subsidiaries or documents previously provided, and any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any such other representations or warranties, whether made by Parent warranties are hereby expressly disclaimed. The Company expressly acknowledges and agrees that none of the Company or any of its Subsidiaries agents, employees or Representatives is relying on any other representation or warranty of Parent, the Merger Sub or any of their respective Affiliates its agents, employees or Representatives, including regarding the accuracy or completeness of any such other representations and warranties, whether express or implied. Each Notwithstanding the foregoing, Parent hereby acknowledges that during the course of Parentthe due diligence investigation of Parent conducted by or on behalf of the Company in connection with the Company’s consideration of the Transactions, Bidco Parent provided information and each Merger Sub made statements to the Company and its Representatives regarding Parent and its business, operations, financial condition and other matters. The Company understands and hereby acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), that neither the Company nor any other Person is making shall have any right to file, bring or has made make (and hereby expressly waives to the fullest extent allowable under applicable Legal Requirements the right to file, bring or make) any representations lawsuit or warrantyother claims against Parent or any of its Affiliates or Representatives under this Agreement or otherwise as a result of any inaccuracies in any such information or statements unless and solely to the extent that such information or statements (i) are the subject of an express representation and warranty set forth in this Article III, expressed or implied, at law (ii) the Company can demonstrate the commission of actual fraud or in equity, with respect to an intentional misrepresentation by or on behalf of Parent or the Merger Sub when such information or such statements were provided or otherwise made; provided, however, that notwithstanding the foregoing, the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated understands and hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that neither the Company nor any other Person shall have any right to bring (and hereby expressly waives to the fullest extent allowable under applicable Legal Requirements the right to file, bring or make) any lawsuit or other claims against Parent or any of its Affiliates have specifically disclaimed and do hereby specifically disclaim or Representatives under this Agreement or otherwise arising out of any such other representations and warrantiesforward looking, predictive or prospective information or statements.

No Other Representations and Warranties. Except for the representations and warranties made by Parent as expressly set forth in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)III, neither Parent none of Parent, Merger Subs nor any other Person (including either Merger Sub) makes of their respective agents, employees or has made Representatives have made, nor are any of them making any representation or warranty, expressed written or oral, express or implied, at law in respect of Parent, Merger Subs, or in equity, with respect to any of their respective Subsidiaries or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or any representations and warranties about the accuracy or completeness of any information regarding Parent or its Subsidiaries or documents previously provided, and any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any such other representations or warranties, whether made by Parent warranties are hereby expressly disclaimed. The Company expressly acknowledges and agrees that none of the Company or any of its Subsidiaries agents, employees or Representatives is relying on any other representation or warranty of Parent, the Merger Subs or any of their respective Affiliates its agents, employees or Representatives, including regarding the accuracy or completeness of any such other representations and warranties, whether express or implied. Each Notwithstanding the foregoing, Parent hereby acknowledges that during the course of Parentthe due diligence investigation of Parent conducted by or on behalf of the Company in connection with the Company’s consideration of the Transactions, Bidco Parent provided information and each Merger Sub made statements to the Company and its Representatives regarding Parent and its business, operations, financial condition and other matters. The Company understands and hereby acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), that neither the Company nor any other Person is making shall have any right to file, bring or has made make (and hereby expressly waives to the fullest extent allowable under applicable Legal Requirements the right to file, bring or make) any representations lawsuit or warrantyother claims against Parent or any of its Affiliates or Representatives under this Agreement or otherwise as a result of any inaccuracies in any such information or statements unless and solely to the extent that such information or statements (i) are the subject of an express representation and warranty set forth in this Article III, expressed or implied, at law (ii) the Company can demonstrate the commission of actual fraud or in equity, with respect to an intentional misrepresentation by or on behalf of Parent or the Merger Sub when such information or such statements were provided or otherwise made; provided, however, that notwithstanding the foregoing, the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated understands and hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that neither the Company nor any other Person shall have any right to bring (and hereby expressly waives to the fullest extent allowable under applicable Legal Requirements the right to file, bring or make) any lawsuit or other claims against Parent or any of its Affiliates have specifically disclaimed and do hereby specifically disclaim or Representatives under this Agreement or otherwise arising out of any such other representations and warrantiesforward looking, predictive or prospective information or statements.

No Other Representations and Warranties. (a) Except for the representations and warranties made by of the Company contained in Article 2, Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in Merger Subs acknowledge that neither the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent Company nor any of its Subsidiaries is making and has not made, and no other Person (including either Merger Sub) makes is making or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent the Company or any of its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating any express or financial results, estimates, projections, forecasts, plans implied representation or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or warranty in connection with, with this Agreement or the transactions contemplated herebyContemplated Transactions. Neither Parent nor either Merger Sub is relying and neither Parent nor either Merger Sub has relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Article 2, including the Company Disclosure Schedule. Such representations and warranties by the Company constitute the sole and exclusive representations and warranties of the Company and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco in connection with the Contemplated Transactions and each of Parent and the Merger Sub Subs understands, acknowledges and agrees thatthat all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by the Company and its Subsidiaries. In particular, and without limiting the generality of the foregoing, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in 2, including the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c)Schedule, neither the Company nor any of its Subsidiaries is making and has not made, and no other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or any of its Subsidiaries, their businessesany express or implied representation or warranty with respect to (i) any financial projection, operationsforecast, assetsestimate, liabilitiesbudget or prospect information relating to the Company, financial condition, results any of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or their respective businesses or (ii) any oral, written, video, electronic or other matter furnished information presented to Parent, the Merger Subs or provided to Parent or made available to Parent any of their respective Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation ofthe course of their due diligence investigation of the Company, or in connection with, the negotiation of this Agreement, Agreement or the transactions contemplated hereby or thereby. Each course of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesContemplated Transactions.

No Other Representations and Warranties. Except for the specific representations and warranties made by Parent contained in this Article V ARTICLE III (in each case as qualified modified by the applicable items disclosed in the Parent Seller Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(cSchedule), neither Parent nor none of Seller, any of its Subsidiaries, any of each of their respective Representatives, or any other Person (including either Merger Sub) makes any express or has made any implied representation or warranty, expressed or implied, at law or in equity, including with respect to Seller or on behalf any of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects Subsidiaries (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) Transferred Entities or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement JV Entities) or the transactions contemplated hereby. Parent by this Agreement, any other Transaction Document or any Reorganization Document, and Seller and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or Seller, any of its Subsidiaries or any of their respective Affiliates officers, directors, managers, employees, agents or other Representatives. Each Any documents, title information, assessments, surveys, plans, specifications, reports, studies, projections or forecasts or other information made available to Buyer by or on behalf of ParentSeller or any of its Subsidiaries (collectively, Bidco and each Merger Sub acknowledges and agrees that“Seller Review Documents”) are provided as information only. Buyer shall not rely upon any Seller Review Document(s) in lieu of conducting its own due diligence. Neither Seller, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c)nor any of its Subsidiaries, neither the Company nor any other Person is making will have, or be subject to, any Liability or other obligation to Buyer, its Subsidiaries or any of their respective Representatives or any other Person resulting from Buyer’s use of, or the use by any of its Subsidiaries or Representatives of any Seller Review Documents. Except for the specific representations and warranties contained in this ARTICLE III (in each case as modified by the Seller Disclosure Schedule), neither Seller nor any of its Subsidiaries nor any other Person has made any representations or warrantymade, expressed or implied, at law or in equity, with respect to or on behalf and none of the Company or its Subsidiariesforegoing is making, their businessesand have not authorized anyone else to make, operationsany representation as to: (a) the accuracy, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy reliability or completeness of any information regarding of the Company Seller Review Documents, (b) the condition of any building(s), structures or its Subsidiaries other improvements at the Real Property, (c) the operating condition of the properties or assets of the Business, (d) the Environmental Conditions of the Real Property INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS SUBSTANCES, (e) the enforceability of, or Buyer’s ability to obtain the benefits of, any Contract affecting the Business, (f) the transferability or assignability of any Contract or Permit, or (g) any other matter furnished or provided thing affecting or relating to Parent the Business, the Transferred Entities, the JV Entities, the Transferred Interests, the JV Interests, the Transferred Assets or made available the Assumed Liabilities. Notwithstanding anything to Parent the contrary contained in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, neither Seller, nor any of its Subsidiaries, nor any other Person makes any express or implied representation or warranty with respect to the Retained Assets, the Retained Businesses or the transactions contemplated hereby or therebyRetained Liabilities. Each of ParentEXCEPT FOR THE SPECIFIC REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III (IN EACH CASE AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULE), Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any PersonSELLER AND ITS SUBSIDIARIES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR ITS SUBSIDIARIES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER BY ANY DIRECTOR, OFFICER, MANAGER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF SELLER OR ANY OF ITS SUBSIDIARIES). SELLER MAKES NO REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS, PROFITABILITY OR VALUE OF ANY OF THE BUSINESS, THE TRANSFERRED ENTITIES, THE JV ENTITIES, THE JV INTERESTS, THE TRANSFERRED INTERESTS, THE TRANSFERRED ASSETS AND/OR THE ASSUMED LIABILITIES. 51|

No Other Representations and Warranties. Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)4, neither Parent REIT I nor any other Person (including either Merger Subon behalf of REIT I) makes or has made any representation or warranty, expressed express or implied, at law or in equity, with respect to REIT I or on behalf of Parent or its Subsidiariesany REIT I Subsidiary, their respective businesses, operations, assets, liabilities, condition (financial conditionor otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries REIT I or any other matter furnished or provided to REIT I Subsidiary. In particular, without limiting the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in foregoing disclaimer, neither REIT I nor any other form in expectation ofPerson makes or has made any representation or warranty to REIT II, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries Merger Sub or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees thatRepresentatives with respect to, except for the representations and warranties made by the Company REIT I in this Article IV (as qualified by the applicable items disclosed 4, any oral or written information presented to REIT II, Merger Sub or any of their respective Affiliates or Representatives in the Company Disclosure Schedule in accordance with Section 11.05 and course of their due diligence of REIT I, the introduction to Article IV) and negotiation of this Agreement or in the certificate course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to be delivered by the Company pursuant to Section 9.02(c)contrary, neither the Company nor REIT I acknowledges and agrees that none of REIT II, Merger Sub or any other Person (on behalf of REIT II or Merger Sub) has made or is making or has made any representations or warrantywarranties relating to REIT II or Merger Sub whatsoever, expressed express or implied, at law beyond those expressly given by REIT II or Merger Sub in equityArticle 5, with respect including any implied representation or warranty as to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company REIT II or its Subsidiaries or any other matter Merger Sub furnished or provided to Parent or made available to Parent in REIT I or any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesRepresentatives.

No Other Representations and Warranties. Except for the representations and warranties made by Parent Mercury, New Holdco, Merger Sub 1 or Merger Sub 2 in this Article V IV (as qualified by the applicable items disclosed in the Parent Mercury Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article VLetter) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)or any other Transaction Document, neither Parent nor none of Mercury, New Holdco, Merger Sub 1, Merger Sub 2 or any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, equity with respect to or on behalf of Parent Mercury or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent Mercury or its Subsidiaries or any other matter furnished or provided to the Company or Laxxx xr made available to the Company in Laxxx xn any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement Agreement, any other Transaction Document or the transactions contemplated herebyhereby or thereby. Parent Mercury and its the Mercury Subsidiaries disclaim any other representations or warranties, whether made by Parent or the Mercury Shareholders, Mercury, any of its Subsidiaries Mercury Subsidiary or any of their respective Affiliates, officers, directors, employees, agents or representatives. Except for the representations and warranties contained in this Article IV (as qualified by the applicable items disclosed in the Mercury Disclosure Letter), Mercury and its Affiliates hereby disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Laxxx xr its Affiliates or Representativesrepresentatives (including any opinion, information, projection, or advice that may have been or may be provided to Laxxx xy any director, officer, employee, agent, consultant, or representative of the Mercury Shareholders, Mercury, any Mercury Subsidiary or any of their respective Affiliates). Each of Parent, Bidco and each Merger Sub acknowledges Laxxx xcknowledges and agrees that, except for the representations and warranties made by the Company Mercury in this Article IV (as qualified by the applicable items disclosed in the Company Mercury Disclosure Schedule Letter) or in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c)any other Transaction Document, neither the Company Mercury nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company Mercury or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company Mercury or its Subsidiaries or any other matter furnished or provided to Parent or Laxxx xr made available to Parent in Laxxx xn any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically Laxxx xpecifically disclaims that it is relying on upon or has relied on upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company Mercury and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for the representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf Each of Parent or and Merger Sub has conducted its Subsidiaries, their businessesown independent review and analysis of the business, operations, assets, Intellectual Property, technology, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or condition and prospects (including the reasonableness of the assumptions underlying Company and its Subsidiaries and each of them acknowledges that it and its Representatives have received access to such estimatesbooks and records, projectionsfacilities, forecastsequipment, plans or prospects) or contracts and other assets of the accuracy or completeness Company and its Subsidiaries that it and its Representatives have requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiaries. Each of Parent and Merger Sub acknowledges that neither the Company nor any information regarding Person on behalf of the Company makes, and none of Parent or its Subsidiaries Merger Sub has relied upon, any express or any other matter furnished implied representation or provided warranty with respect to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or with respect to any of their respective Affiliates other information provided to Parent or RepresentativesMerger Sub in connection with the Transactions including the accuracy or completeness thereof other than the representations and warranties contained in Article 3. Each of Parent, Bidco Parent and each Merger Sub acknowledges and agrees that, except for to the representations and warranties made fullest extent permitted by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c)Law, neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates Subsidiaries, and their respective affiliates, stockholders, controlling persons or Representatives shall not have specifically disclaimed any liability or responsibility whatsoever to Guarantor, Parent, Merger Sub, any Parent Subsidiary, or their respective affiliates, stockholders, controlling persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered pursuant to this Agreement and do hereby specifically disclaim any such financial statements and any projections, estimates or other representations forward-looking information) provided or made available (including in any data rooms, management presentations, information or descriptive memorandum or supplemental information), or statements made (or any omissions therefrom), to Parent, Merger Sub, any Parent Subsidiary, or any of their respective affiliates, stockholders, controlling persons or Representatives, except as and warrantiesonly to the extent expressly set forth in Article 3.

No Other Representations and Warranties. Except for the representations and warranties expressly made by Parent and Merger Sub in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)IV, neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, warranty with respect to or on behalf of Parent or its Subsidiaries, the Parent Subsidiaries or their businessesrespective business, operations, assets, liabilities, condition (financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans otherwise) or prospects) , notwithstanding the delivery or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided disclosure to the Company or any of its Affiliates or Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. Parent and Merger Sub acknowledge that in entering into this Agreement, each relied solely upon its independent investigation and analysis and the representations and warranties of the Company and the Company Subsidiaries set forth in Article III and that the Company makes no representation or warranty as to any matter whatsoever except as expressly set forth in this Agreement or in any certificate delivered by the Company to Parent or Merger Sub in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that the Company makes no representation or warranty with respect to (a) any projections, estimates or budgets delivered or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries Merger Sub (or any of their respective Affiliates Affiliates, officers, directors, employees or Representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and the Company Subsidiaries or (b) the future business and operations of the Company and the Company Subsidiaries. Each of Absent fraud, the Company, the Company Subsidiaries, and their respective Affiliates, stockholders, members, and Representatives will have no liability or responsibility based upon any information provided or made available or statements made or omissions therefrom to Parent, Bidco and each Merger Sub acknowledges and agrees thatthe Parent Subsidiaries or their respective Representatives, except for as and only to the representations and warranties made by the Company extent expressly set forth in Article IV this Agreement (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cLetter), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by IV or any document, agreement, certificate or other instrument contemplated hereby, none of the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor Company or any other Person (including either Merger Sub) makes or on behalf of the Company has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiariesthe Acquired Companies, their respective businesses, operations, assets, liabilities, condition (financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cotherwise), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Acquired Companies. In particular, without limiting the foregoing disclaimer, none of the Company or its Subsidiaries or any other matter Person on behalf of a Company makes or has made any representation or warranty to any Parent Party or any of their respective Affiliates or Representatives with respect to the Acquired Companies, except for the representations and warranties made by the Company in this Article IV or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to the Parent Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the Company, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Company acknowledges and agree that none of the Parent Parties or any other Person on behalf of a Parent Party has made or is making any representations or warranties relating to the Parent Parties whatsoever, express or implied, beyond those expressly given by the Parent Parties in Article V or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding any Parent Party furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and or its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesRepresentatives.

No Other Representations and Warranties. Except for the representations and warranties made by Parent Apple in this Article V IV (as qualified by the applicable items disclosed in the Parent Apple Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article VIV) and in the certificate to be delivered by Parent Apple pursuant to Section 9.03(c9.02(c), neither Parent Apple nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent Apple or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent Apple or its Subsidiaries or any other matter furnished or provided to the Company Purchaser or made available to the Company Purchaser in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent Apple and its Subsidiaries disclaim any such other representations or warranties, whether made by Parent Apple or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub Apple acknowledges and agrees that, except for the representations and warranties made by the Company Purchaser in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 V and the introduction to Article IV) and in the certificate to be delivered by the Company Purchaser pursuant to Section 9.02(c9.03(c), neither the Company Purchaser nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness any member of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or therebyPurchaser Group. Each of Parent, Bidco and each Merger Sub Apple specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company Purchaser and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for the representations and warranties made by Parent expressly set forth in this Article V 4, none of the Parent, the Purchaser or any of their affiliates or any other Person on behalf of the Parent or the Purchaser makes any express or implied representation or warranty (and there is and has been no reliance by the Company or any of its respective affiliates or representatives on any such representation or warranty) with respect to the Parent, the Purchaser, their respective Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to the Company or their respective representatives or affiliates in connection with the transactions contemplated hereby, including the accuracy or completeness thereof. Each of the Parent and the Purchaser acknowledges that neither the Company nor any Person on behalf of the Company makes, and none of the Parent or the Purchaser has relied upon, any express or implied representation or warranty with respect to the Company or any Company Subsidiary or with respect to any other information provided to the Parent or the Purchaser or their representatives or affiliates in connection with the transactions contemplated by this Agreement including the accuracy or completeness thereof other than the representations and warranties contained in Article 3. Each of the Parent and the Purchaser acknowledges and agrees that, to the fullest extent permitted by applicable Law, the Company and the Company Subsidiaries, and their respective affiliates, stockholders, controlling persons or Company Representatives shall not have any liability or responsibility whatsoever to the Parent, the Purchaser, any Parent Subsidiary, or their respective affiliates, stockholders, controlling persons or Parent Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data rooms, management presentations, information or descriptive memorandum or supplemental information), or statements made (or any omissions therefrom), to the Parent, the Purchaser, any Parent Subsidiary, affiliates, stockholders, controlling persons or Parent Representatives, except as and only to the extent expressly set forth in Article 3 (as qualified by the applicable items disclosed in Company Disclosure Schedule). Notwithstanding the Parent Disclosure Schedule in accordance with Section 11.05 and foregoing, nothing set forth herein shall limit or otherwise impair the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness rights of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, under this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any applicable Law arising out of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesfraud.

No Other Representations and Warranties. Except for the representations and warranties made by Parent as expressly set forth in this Article V (as qualified by Agreement or in Section 7.1 of the applicable items disclosed Share Purchase Agreement or in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)another written agreement, neither Parent the Warrantor nor any Person acting on its behalf, including MRV, makes any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed either express or implied, at law or in equity, of any kind whatsoever with respect to or on behalf of Parent or its Subsidiariesthe Shares, Interdata, J3Tel, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including Businesses and/or the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or Acquisition and/or any other matter furnished or provided relating to the Company or made available Shares, Interdata, J3Tel, their Businesses and/or the Acquisition. Without limiting the foregoing, and subject to the Company representations, warranties, covenants, understandings and obligations of the Warrantor contained in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement and in Section 7.1 of the Share Purchase Agreement and in the other written agreements, the Beneficiary acknowledges that neither the Warrantor nor any Person acting on its behalf makes any representation or warranty with respect to (i) the transactions contemplated hereby. Parent future relations of Interdata and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or J3Tel with any of their respective Affiliates customers, suppliers or Representativesother business relations or (ii) the future financial condition or business prospects of Interdata and/or J3Tel. Each of ParentThe Beneficiary further acknowledges, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), that neither the Company Warrantor nor any other Person is making acting on its behalf, makes any representation or has made any representations or warranty, expressed or implied, at law or in equity, warranty with respect to any financial projections, business plans, budgets or on behalf forecasts relating to Interdata, J3Tel and/or their Businesses. The Beneficiary shall make its own evaluation of the Company adequacy and accuracy of all projections furnished to it and/or its advisors in connection with the Acquisition and shall not have any claim against the Warrantor or any Person acting on its Subsidiariesbehalf with respect to such adequacy and/or accuracy. Without limiting the foregoing, their businessesthe Warrantor and the Beneficiary acknowledge that, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness as one of the assumptions underlying such estimatesconditions precedent to the Acquisition, projectionsMRV Communications - Boston Division, forecastsInc. (“OCS”), plans or prospects) or the accuracy or completeness a subsidiary of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation ofMRV and Interdata shall enter into a distribution agreement securing supply for OCS equipment bought by Interdata and J3Tel, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco which will contain specific undertakings and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesobligations from OCS.

No Other Representations and Warranties. Except for the representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in this Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making makes or has made any representations representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. The Company and its Subsidiaries disclaim any other representations or warranties, whether made by the Company or any of its Subsidiaries or any of their respective Affiliates or Representatives. The Company acknowledges and agrees that, except for the representations and warranties made by Parent in Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to Article V) and the certificate delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person is making or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to Parent or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub The Company specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company Parent and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for NONE OF THE COMPANY, OR ANY OF ITS REPRESENTATIVES, BOARD MEMBERS, OFFICERS, OR EQUITYHOLDERS, HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY OR THE BUSINESS OF THE COMPANY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 3 AND IN SECTION 2, SECTION 9.16(g) OR IN ANY OTHER TRANSACTION DOCUMENT. Without limiting the representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness generality of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees thatforegoing, except for the representations and warranties made by the Company set forth in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV2, Section 9.16(g) and Section 3 of this Agreement or in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making Transaction Document, none of the Company, any Equityholder or has made any representations other Person: (a) makes any representation or warranty, expressed express or implied, at law as to condition, merchantability, suitability or in equity, with respect to or on behalf fitness for a particular purpose of any of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness assets of the assumptions underlying such estimatesCompany, projectionsor (b) makes any representation or warranty, forecastsexpress or implied, plans or prospects) or as to the accuracy or completeness of any information regarding the Company or its Subsidiaries the business of the Company (including any representation or warranty of any kind or nature whatsoever concerning or as to the accuracy or completeness of any projections, budgets, forecasts or other forward-looking financial information concerning the future revenue, income, profit or other financial results of the Company). Any and all statements or information communicated by the Company, any Equityholder, or any of their respective representatives or any other matter furnished Person outside of this Agreement or the other Transaction Documents, including by way of the documents provided in response to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations Buyer’s due diligence requests, whether verbally or in any writing, are deemed to have been superseded by this Agreement and the Transaction Documents, it being agreed that no such prior or contemporaneous statements or communications outside of this Agreement or the other form in expectation of, or in connection with, Transaction Documents shall survive the execution and delivery of this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.ARTICLE 4

No Other Representations and Warranties. Except for the specific representations and warranties made by Parent contained in Article III and this Article V IV (in each case as qualified modified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(cSchedules hereto), neither Parent none of the Selling Shareholders, nor the Company nor any other Person (including either Merger Sub) makes any other express or has made any implied representation or warranty, expressed or implied, at law or in equity, including with respect to or on behalf the Selling Shareholders, the Company, any of Parent or its the Company’s Subsidiaries, any of their businessesrespective Affiliates, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement Business or the transactions contemplated hereby. Parent by this Agreement, and its Subsidiaries the Company and the Selling Shareholders expressly disclaim any other representations or warranties, whether made by Parent or the Selling Shareholders, the Company, any of its Subsidiaries or the Company’s Subsidiaries, any of their respective Affiliates or any of their respective Representatives. Each Any reports and studies, projections, forecasts or other forward-looking information or business plans (including any information included in any confidential information memorandum and management presentations) made available to Buyer by the Selling Shareholders or their Affiliates (collectively, “Review Documents”) are provided as information only. Buyer shall not rely upon the Selling Shareholders’ provision of Parent, Bidco and each Merger Sub acknowledges and agrees that, except any Review Document(s) in lieu of conducting its own due diligence. Except for the specific representations and warranties made by the Company contained in Article III and this Article IV (in each case as qualified modified by the applicable items disclosed in Disclosure Schedules hereto), the Company Disclosure Schedule in accordance with Section 11.05 and the introduction Selling Shareholders have not made, do not make, and have not authorized anyone else to Article IVmake any representation as to: (a) and in the certificate accuracy, reliability or completeness of any of the documents delivered to be delivered by Buyer; (b) the Company pursuant to Section 9.02(ccondition of any building(s), neither structures or other improvements at the Company nor any other Person is making Real Property; (c) the operating condition of the properties or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf assets of the Company or any of its Subsidiaries; (d) the Environmental Conditions of the Real Property INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS SUBSTANCES; (e) the enforceability of, or Buyer’s ability to obtain the benefits of, any agreement of record affecting the Business: (f) the transferability or assignability of any Contract or Permit; or (g) any other matter or thing affecting or relating to the Company, any of its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) Shares or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesBusiness.

No Other Representations and Warranties. Except for the representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf Each of Parent or and Merger Sub has conducted its Subsidiaries, their businessesown independent review and analysis of the business, operations, assetsassets (including Intellectual Property), liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or condition and prospects (including the reasonableness of the assumptions underlying such estimatesCompany and each of them acknowledges that it and its Representatives have received sufficient access to members of management and other employees, projectionsbooks and records, forecastsfacilities, plans or prospects) or equipment, contracts and other assets of the accuracy or completeness Company that it and its Representatives have requested in order to make an informed investment decision. Each of Parent and Merger Sub acknowledges that neither the Company nor any information regarding Person on behalf of the Company makes, and each of Parent or its Subsidiaries Merger Sub expressly disclaims reliance upon, any express or any other matter furnished implied representation, warranty or provided statement with respect to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or with respect to any of their respective Affiliates other information provided to Parent or RepresentativesMerger Sub in connection with the transactions contemplated by this Agreement including the accuracy or completeness thereof other than the representations and warranties contained in Article 3. Each of Parent, Bidco Parent and each Merger Sub acknowledges and agrees that, except for to the representations and warranties made fullest extent permitted by applicable Law, the Company and its Subsidiaries, and their respective affiliates, stockholders, controlling persons or Representatives shall not have any liability or responsibility whatsoever to Parent, Merger Sub, any Parent Subsidiary, or their respective affiliates, stockholders, controlling persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data rooms, management presentations, information or descriptive memorandum or supplemental information), or statements made (or any omissions therefrom), to Parent, Merger Sub, any Parent Subsidiary, or any of their respective affiliates, stockholders, controlling persons or Representatives, except as and only to the extent expressly set forth in Article IV 3 (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cSchedule), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by 5, none of the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor Sxxxxxxxxx Parties or any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to the Sxxxxxxxxx Parties or on behalf of Parent or its Subsidiariesany other Sxxxxxxxxx Subsidiary, their respective businesses, operations, assets, liabilities, condition (financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cotherwise), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries Sxxxxxxxxx Parties or any other matter Sxxxxxxxxx Subsidiary. In particular, without limiting the foregoing disclaimer, none of the Sxxxxxxxxx Parties or any other Person makes or has made any representation or warranty to any Company Party or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made by the Sxxxxxxxxx Parties in this Article 5, any oral or written information presented to the Company Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the Sxxxxxxxxx Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Sxxxxxxxxx Parties acknowledge and agree that none of the Company Parties or any other Person has made or is making any representations or warranties relating to the Company Parties whatsoever, express or implied, beyond those expressly given by the Company Parties in Article 4, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parties furnished or provided to Parent or made available to Parent in the Sxxxxxxxxx Parties or any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiestheir respective Representatives.

No Other Representations and Warranties. Except for the representations and warranties made by Parent the Sellers in this Article V (as qualified III or in any certificate delivered by the applicable items disclosed in Sellers to the Parent Disclosure Schedule in accordance with Section 11.05 and Buyers at the introduction to this Article V) and in the certificate to be delivered by Parent Closing pursuant to Section 9.03(c)the terms of this Agreement, neither Parent nor no member of the Seller Group or any other Person makes any other express or implied representation or warranty with respect to the Seller Group (including either Merger Subthe Transferred Entities) or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Business or the Transferred Entities, notwithstanding the delivery or disclosure to the Buyers or any of their Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. In particular, and without limiting the generality of the foregoing, no member of the Seller Group or any other Person makes or has made any express or implied representation or warranty, expressed warranty to the Buyers or implied, at law or in equity, any of their Representatives with respect to (a) any financial projection, forecast, estimate, budget or on behalf of Parent prospective information relating to the Business, the Transferred Entities or its Subsidiaries, their respective businesses, operations, properties, assets, liabilities, condition (financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans otherwise) or prospects or (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospectsb) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company Sellers in this Article IV (as qualified by the applicable items disclosed III or in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the any certificate to be delivered by the Company Sellers to the Buyers at the Closing pursuant to Section 9.02(c)the terms of this Agreement, neither any oral or written information presented to the Company nor Buyers or any of their Affiliates or Representatives in the course of their due diligence investigation of the Business and the Transferred Entities, the negotiation of this Agreement, the Transaction Documents or the course of the Transaction. Except as expressly set forth in this Agreement, no member of the Seller Group or any other Person is making will have or has made be subject to any representations liability or warrantyother obligation to the Buyers, expressed their Affiliates, Representatives or implied, at law or in equity, with respect to or on behalf any other Person resulting from the sale of the Company Transferred Equity Interests to the Buyers, the consummation of the Transaction or its SubsidiariesBuyers’ use of, or the use by any of their businessesAffiliates or Representatives of any such information, operationsincluding information, assets, liabilities, financial condition, results of operations, future operating or financial results, estimatesdocuments, projections, forecasts, plans forecasts or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or material made available to Parent the Buyers, their Affiliates or Representatives in any “data rooms,” “virtual data rooms,” ”, teaser, confidential information memorandum or management presentations or in any other form in expectation of, or in connection with, this Agreement, or with the transactions contemplated hereby or therebyTransaction. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically The Sellers disclaim any such and all other representations and warranties, whether express or implied.

No Other Representations and Warranties. Except for the representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent Parent, Merger Sub I, Merger Sub II nor any other Person (including either Merger Sub) makes or has made (and the Company and the Stockholders’ Representative hereby acknowledge and agree that neither Parent, Merger Sub I, Merger Sub II nor any other Person is making or has made) any express or implied representation or warranty, expressed or implied, at law or in equity, warranty with respect to or on behalf of Parent or its SubsidiariesParent, Merger Sub I, Merger Sub II, their Affiliates or their respective businesses, operations, assets, liabilities, financial conditionproperties, results of operations, future operating liabilities, condition (financial or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans otherwise) or prospects) or the accuracy or completeness , and each of Parent, Merger Sub I and Merger Sub II hereby disclaims any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any such other representations or warranties. In particular, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees thatwithout limiting the foregoing disclaimer, except for the representations and warranties made by Parent, Merger Sub I and Merger Sub II in this Article V, neither Parent, Merger Sub I, Merger Sub II nor any other Person makes or has made (and the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) Stockholders’ Representative hereby acknowledge and in the certificate to be delivered by the Company pursuant to Section 9.02(c)agree that neither Parent, neither the Company Merger Sub I, Merger Sub II nor any other Person is making or has made made) any representations representation or warrantywarranty to the Company, expressed the Sellers, any holders of Company Securities, the Stockholders’ Representative or implied, at law any of their respective Affiliates or in equity, Representatives with respect to (i) any financial projection, forecast, estimate, budget or on behalf of the Company prospect information relating to Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries Affiliates’ businesses or operations or (ii) any other matter written or unwritten information furnished or provided to Parent or made available to Parent the Company, the Sellers, any holders of Company Securities, the Stockholders’ Representative or any of their respective Affiliates or Representatives in any “data rooms,” “virtual data rooms,” management presentations the course of their due diligence investigation of Parent, the negotiation of this Agreement or in any other form in expectation of, or in connection with, this Agreement, or the consummation of the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantieshereby.

No Other Representations and Warranties. Except for the representations as expressly set forth in Article IV and warranties made by Parent in this Article V or in any Transaction Document, (as qualified by a) each of Parent and Merger Sub acknowledges and agrees that neither the applicable items disclosed in Company nor any of its Affiliates (including the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(cSpinCo Entities), neither Parent nor any other Person (including either Merger Sub) makes of their respective Representatives has made, or has made is making, any representation or warranty, expressed or implied, at law or in equity, warranty whatsoever with respect to the Company or on behalf any of Parent its Affiliates (including the SpinCo Entities), or its Subsidiaries, any of their respective businesses, operations, assets, liabilities, conditions (financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans otherwise) or prospects, and (b) or each of Parent and Merger Sub further acknowledges and agrees that neither the Company nor any of its Affiliates shall be liable in respect of the accuracy or completeness of any information regarding Parent or its Subsidiaries provided to Parent, Merger Sub or any other matter furnished of its respective Affiliates or provided Representatives. Without limiting the generality of the foregoing, except as expressly set forth in Article IV or Article V or in any Transaction Document, each of Parent and Merger Sub acknowledges and agrees that no representations or warranties are made with respect to any projections, forecasts, estimates or budgets with respect to the Company Company, SpinCo, any of the SpinCo Entities or the SpinCo Business that may have been made available, in the SpinCo Datasite or otherwise, to Parent, Merger Sub or any of their Representatives, and expressly disclaim reliance on any other representations, warranties, statements, information or inducements, oral or written, express or implied, or as to the accuracy or completeness of any statements or other information, made to, or made available to the Company to, itself or any of its Representatives, in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation ofeach case with respect to, or in connection with, the negotiation, execution or delivery of this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated hereby. Parent by this Agreement, and its Subsidiaries disclaim any notwithstanding the distribution, disclosure or other representations or warrantiesdelivery to Parent, whether made by Parent Merger Sub or any of its Subsidiaries their Representatives of any document or other information with respect to any one or more of the foregoing, and waive any claims or causes of actions relating thereto, other than those for Fraud. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in this Agreement (including the SpinCo Disclosure Schedule), any information, documents or other materials (including any such materials contained in the SpinCo Datasite or otherwise reviewed by Parent, Merger Sub or any of their respective Affiliates or Representatives. Each of ) or management presentations that have been or shall hereafter be provided to Parent, Bidco and each Merger Sub acknowledges or any of their respective Affiliates or Representatives are not and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate will not be deemed to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf warranties of the Company or its SubsidiariesSpinCo, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating and no representation or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or warranty is made as to the accuracy or completeness of any information regarding of the Company foregoing except as expressly set forth in Article IV or Article V of this Agreement or in any Transaction Document. In entering into this Agreement, Parent and Merger Sub acknowledge and agree that they have relied solely upon their own investigation and analysis, and Parent and Merger Sub acknowledge and agree, to the fullest extent permitted by Law, that the Company, the SpinCo Entities and their Affiliates and their respective Representatives shall not have any Liability or responsibility whatsoever to Parent or its Subsidiaries or any other matter furnished of their respective Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made (or any omissions therefrom), to Parent or made available to Parent its Subsidiaries or any of their respective Representatives, including in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or respect of the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other specific representations and warrantieswarranties of set forth in Article IV or Article V of this Agreement or any Transaction Document, except as and only to the extent expressly set forth herein or therein with respect to such representations and warranties and subject to the limitations and restrictions contained herein or therein.

No Other Representations and Warranties. Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by IV or any document, agreement, certificate or other instrument contemplated hereby, none of the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor Company or any other Person (including either Merger Sub) makes or on behalf of a Company has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiariesthe Acquired Companies, their respective businesses, operations, assets, liabilities, condition (financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cotherwise), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Acquired Companies. In particular, without limiting the foregoing disclaimer, none of the Company or its Subsidiaries or any other matter Person on behalf of a Company makes or has made any representation or warranty to any Parent Party or any of their respective Affiliates or Representatives with respect to the Acquired Companies, except for the representations and warranties made by the Company in this Article IV or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to the Parent Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the Company, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Company acknowledges and agree that none of the Parent Parties or any other Person on behalf of a Parent Party has made or is making any representations or warranties relating to the Parent Parties whatsoever, express or implied, beyond those expressly given by the Parent Parties in Article V or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding any Parent Party furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and or its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.Representatives. 50

No Other Representations and Warranties. Except for the representations and warranties made by Parent expressly set forth in this Article V 4, none of the Parent, the Purchaser or any of their affiliates or any other Person on behalf of the Parent or the Purchaser makes any express or implied representation or warranty (and there is and has been no reliance by the Company or any of its respective affiliates or Representatives on any such representation or warranty) with respect to the Parent, the Purchaser, their respective Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to the Company or their respective Representatives or affiliates in connection with the transactions contemplated hereby, including the accuracy or completeness thereof. Each of the Parent and the Purchaser acknowledges that neither the Company nor any Person on behalf of the Company makes, and none of the Parent or the Purchaser has relied upon, any express or implied representation or warranty with respect to the Company or any Company Subsidiary or with respect to any other information provided to the Parent or the Purchaser or their Representatives or affiliates in connection with the transactions contemplated by this Agreement including the accuracy, completeness or currency thereof other than the representations and warranties contained in Article 3. Each of the Parent and the Purchaser acknowledges and agrees that, to the fullest extent permitted by applicable Law, the Company and the Company Subsidiaries, and their respective affiliates, stockholders, controlling persons or Company Representatives shall not have any liability or responsibility whatsoever to the Parent, the Purchaser, any Parent Subsidiary, or their respective affiliates, stockholders, controlling persons or Parent Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data rooms, management presentations, information or descriptive memorandum or supplemental information), or statements made (or any omissions therefrom), to the Parent, the Purchaser, any Parent Subsidiary, affiliates, stockholders, controlling persons or Parent Representatives, except as and only to the extent expressly set forth in Article 3 (as qualified by the applicable items disclosed in Company Disclosure Schedule). Notwithstanding the Parent Disclosure Schedule in accordance with Section 11.05 and foregoing, nothing set forth herein shall limit or otherwise impair the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness rights of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, under this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any applicable Law arising out of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesFraud.

No Other Representations and Warranties. Except for the representations and warranties made by Parent Purchaser in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent Purchaser pursuant to Section 9.03(c), neither Parent Purchaser nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent Purchaser or any other members of the Purchaser Group. Purchaser and each other member of the Purchaser Group disclaims any such other representations or warranties, whether made by any member of the Purchaser Group or any of their respective Affiliates or Representatives. Purchaser acknowledges and agrees that, except for the representations and warranties made by Apple in Article IV (as qualified by the applicable items disclosed in the Apple Disclosure Schedule in accordance with the introduction to Article IV) and in the certificate to be delivered by Apple pursuant to Section 9.03(c), neither Apple nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Apple or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent Apple or its Subsidiaries or any other matter furnished or provided to the Company Purchaser or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent Purchaser in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub Purchaser specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company Apple and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in or any document, agreement, certificate or other instrument contemplated hereby, none of the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor Parties or any other Person (including either Merger Sub) makes or on behalf of a Parent Party has made any representation or warranty, expressed or implied, at law or in equity, with respect to the Parent Parties or on behalf any of Parent or its Subsidiariestheir respective Affiliates, their respective businesses, operations, assets, liabilities, condition (financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cotherwise), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company Parent Parties or its Subsidiaries any of their respective Affiliates. In particular, without limiting the foregoing disclaimer, none of the Parent Parties or any other matter Person on behalf of a Parent Party makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to the Parent Parties, except for the representations and warranties made by the Parent Parties in this Article V or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence of the Parent Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Parent Parties acknowledge and agree that none of the Company or any other Person on behalf of the Company has made or is making any representations or warranties relating to the Acquired Companies whatsoever, express or implied, beyond those expressly given by the Company in Article IV or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding any Acquired Company furnished or provided to Parent or made available to the Parent in Parties or any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or therebyof their respective Representatives. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.ARTICLE VI

No Other Representations and Warranties. Except for the representations and warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)ARTICLE IV, neither Parent none of Purchaser or any of its respective Affiliates nor any other Person (including either Merger Sub) on behalf of any of them makes or has made any express or implied representation or warranty (and there is and has been no reliance by Seller or any of its Affiliates or Representatives on any such representation or warranty, expressed or implied, at law or in equity, ) with respect to or on behalf of Parent Purchaser or its Subsidiariesbusinesses or with respect to any other information provided, their businessesor made available, operationsto Seller or any of its Representatives or Affiliates in connection with the transactions contemplated hereby, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated herebythereof. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub Purchaser acknowledges and agrees that, except for the representations and warranties made by Seller in ARTICLE III (as qualified by the Company applicable items disclosed in the Seller Disclosure Schedule) and the representations and warranties expressly set forth in Article IV of the Merger Agreement (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cSchedule), neither the Company Seller nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect with respect to or on behalf of the Company Seller, the Target Companies or its any of their respective Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company Target Companies or its their respective Subsidiaries or any other matter furnished or provided to Parent Purchaser or made available to Parent Purchaser in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, Agreement or the transactions contemplated hereby or thereby. Each of Parent, Bidco Purchaser is not relying and each Merger Sub specifically disclaims that it is relying on upon or has relied on upon any such other representations or warranties that may have been made by any PersonPerson (other than the representations and warranties made by Apco under the Merger Agreement), and acknowledges and agrees that the Company Seller, the Target Companies and its their respective Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Purchaser acknowledges and agrees that the representations and warranties contained in ARTICLE III (as qualified by the applicable items disclosed in the Seller Disclosure Schedule) and Article IV of the Merger Agreement (as qualified by the applicable items disclosed in the Company Disclosure Schedule) are for risk allocation purposes and not necessarily assertions of truth.

No Other Representations and Warranties. Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by or any document, agreement, certificate or other instrument contemplated hereby, none of the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor REIT II Parties or any other Person (including either Merger Sub) makes or on behalf of a REIT II Party has made any representation or warranty, expressed or implied, at law or in equity, with respect to the REIT II Parties or on behalf of Parent or its Subsidiariesany other REIT II Subsidiary, their respective businesses, operations, assets, liabilities, condition (financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cotherwise), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries REIT II Parties or any other matter REIT II Subsidiary. In particular, without limiting the foregoing disclaimer, none of the REIT II Parties or any other Person on behalf of a REIT II Party makes or has made any representation or warranty to any REIT I Party or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made by the REIT II Parties in this Article V or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to the REIT I Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the REIT II Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the REIT II Parties acknowledge and agree that none of the REIT I Parties or any other Person on behalf of a REIT I Party has made or is making any representations or warranties relating to the REIT I Parties whatsoever, express or implied, beyond those expressly given by the REIT I Parties in Article IV or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding any REIT I Party furnished or provided to Parent or made available to Parent in the REIT II Parties or any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or therebyof their respective Representatives. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.ARTICLE VI

No Other Representations and Warranties. Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by 4, or any document, agreement, certificate or other instrument contemplated hereby, none of the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor REIT I Parties or any other Person (including either Merger Sub) makes or on behalf of a REIT I Party has made any representation or warranty, expressed or implied, at law or in equity, with respect to the REIT I Parties or on behalf of Parent or its Subsidiariesany other REIT I Subsidiary, their respective businesses, operations, assets, liabilities, condition (financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cotherwise), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries REIT I Parties or any other matter REIT I Subsidiary. In particular, without limiting the foregoing disclaimer, none of the REIT I Parties or any other Person on behalf of a REIT I Party makes or has made any representation or warranty to any REIT II Party or any of their respective Affiliates or Representatives with respect to (except for the representations and warranties made by the REIT I Parties in this Article 4, or any document, agreement, certificate or other instrument contemplated hereby) any oral or written information presented to the REIT II Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the REIT I Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the REIT I Parties acknowledge and agree that none of the REIT II Parties or any other Person has made or is making any representations or warranties relating to the REIT II Parties whatsoever, express or implied, beyond those expressly given by the REIT II Parties in Article 5, or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding the REIT II Parties furnished or provided to Parent or made available to Parent in the REIT I Parties or any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiestheir respective Representatives.

No Other Representations and Warranties. Except for (a) Notwithstanding anything to the contrary in this Agreement, the representations and warranties made by Parent of Valor contained in this Article V (Agreement, as qualified modified by the applicable items disclosed Valor Disclosure Schedules, or any certificate delivered in connection herewith constitute the Parent Disclosure Schedule sole and exclusive representations and warranties of Valor, its Subsidiaries and any of its Affiliates and their respective officers, directors and representatives, in accordance connection with Section 11.05 the Transactions, and the introduction to this Article Vall other representations, warranties, statements or information made, communicated or furnished (orally or in writing) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor of any other Person kind or nature (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimatesand information made available in “data rooms,” management presentations, projectionsfunctional “break-out” discussions, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries responses to questions submitted or any other matter furnished form in connection with HW’s consideration and review of the Transactions) are disclaimed. Without limiting the generality of the foregoing, other than as expressly set forth in this Article 4, no Person has made any representation or provided warranty to HW or any of its Affiliates with respect to Valor or any of its Subsidiaries, the Valor Capital Stock, the Valor Products, the Valor Business or any other matter, including with respect to (a) merchantability, suitability or fitness for any particular purpose, (b) the operation of this ISR Surviving Company and its Subsidiaries by Holdco after the Closing, (c) the probable success or profitability of the ISR Surviving Company and its Subsidiaries after the Closing or (d) any information, documents or material made available to the Company HW, its Affiliates or their respective Representatives in any “data rooms,” information memoranda, management presentations, functional “virtual data rooms,break-out” management presentations discussions or in any other form in expectation of, or forum in connection with, this Agreement or with the transactions contemplated herebyby this Agreement, including any estimation, valuation, appraisal, projection or forecast with respect to the Valor, any of its Subsidiaries, the ISR Surviving Company or the Valor Products. Parent and its Subsidiaries disclaim any other representations Valor makes no express or warrantiesimplied representation or warranty hereby or otherwise under this Agreement as to the future experience, whether made by Parent success or profitability of the ISR Surviving Company or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesValor Products.

No Other Representations and Warranties. Except for the representations and warranties made by Parent contained in ARTICLE 3 and this Article V ARTICLE 4 (each as qualified modified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article VSchedules, as supplemented or amended) and in the certificate any certificates, agreements or other documents to be delivered by Parent any Seller or the Company pursuant to Section 9.03(c)this Agreement, neither Parent the Company, any Seller nor any other Person (including either Merger Sub) makes any other express or has made any implied representation or warranty, expressed or implied, at law or in equity, warranty with respect to or on behalf of Parent or its Subsidiariesthe Company, their businessesthe Sellers, operationsany Company Subsidiary, assetsthe Assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement Business or the transactions contemplated hereby. Parent by this Agreement, and its Subsidiaries the Company and the Sellers disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries the Company, the Sellers or any of their respective Affiliates Affiliates, officers, directors, managers, employees, agents or Representativesrepresentatives. Each of Parent, Bidco The Buyer and each Merger Sub acknowledges MFRM specifically acknowledge and agrees agree that, except for the representations and warranties made contained in ARTICLE 3 and this ARTICLE 4 (each as modified by the Company in Article IV (Disclosure Schedules, as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IVsupplemented or amended) and in the certificate any certificates, agreements or other documents to be delivered by any Seller or the Company pursuant to Section 9.02(cthis Agreement, the Company and the Sellers hereby disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer, MFRM or their respective Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer or MFRM by any director, officer, manager, employee, agent, consultant, or representative of the Company, the Sellers or any of their respective Affiliates), neither . Neither the Company nor any other Person is making or has made of the Sellers make any representations or warranty, expressed warranties to the Buyer or implied, at law MFRM regarding the probable success or in equity, with respect to or on behalf profitability of the Company or its SubsidiariesCompany, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) Business or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesAssets.

No Other Representations and Warranties. Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by 5, or any document, agreement, certificate or other instrument contemplated hereby, none of the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor REIT II Parties or any other Person (including either Merger Sub) makes or on behalf of a REIT II Party has made any representation or warranty, expressed or implied, at law or in equity, with respect to the REIT II Parties or on behalf of Parent or its Subsidiariesany other REIT II Subsidiary, their respective businesses, operations, assets, liabilities, condition (financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cotherwise), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries REIT II Parties or any other matter REIT II Subsidiary. In particular, without limiting the foregoing disclaimer, none of the REIT II Parties or any other Person on behalf of a REIT II Party makes or has made any representation or warranty to any REIT I Party or any of their respective Affiliates or Representatives with respect to (except for the representations and warranties made by the REIT II Parties in this Article 5, or any document, agreement, certificate or other instrument contemplated hereby) any oral or written information presented to the REIT I Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the REIT II Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the REIT II Parties acknowledge and agree that none of the REIT I Parties or any other Person has made or is making any representations or warranties relating to the REIT I Parties whatsoever, express or implied, beyond those expressly given by any REIT I Party in Article 4, or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding any REIT I Party furnished or provided to Parent or made available to Parent in the REIT II Parties or any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiestheir respective Representatives.

No Other Representations and Warranties. Except for the specific representations and warranties made by Parent contained in Article 4 and this Article V 5 (including in any closing certificate furnished under this Agreement with respect thereto, but in each case as qualified modified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(cSchedules hereto), neither Parent the Seller nor any other Person (including either Merger Sub) makes makes, and the Seller disclaims, any express or has made any implied representation or warranty, expressed or implied, at law or in equity, including with respect to or on behalf of Parent or its Subsidiariesthe Seller, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) Xxxxxxxxxx Entities or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement System or the transactions contemplated hereby. Parent by this Agreement, and its Subsidiaries disclaim the Seller disclaims any other representations or warranties, whether made by Parent or any of its Subsidiaries or the Seller, the Xxxxxxxxxx Entities, any of their respective Affiliates or any of their respective officers, directors, managers, employees, agents or other Representatives. Each of ParentAny documents, Bidco title information, assessments, surveys, plans, specifications, reports and each Merger Sub acknowledges and agrees thatstudies, except for or other information made available to the representations and warranties made Purchaser by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) Seller or the accuracy Xxxxxxxxxx Entities (collectively, the “Review Documents”) are provided as information only. Except for the specific representations and warranties contained in this Article 5 (in each case as modified by the Disclosure Schedules hereto), the Seller has not made, will not make and have not authorized anyone else to make, any representation as to: (a) the accuracy, reliability or completeness of any information regarding of the Company Review Documents; (b) the condition of any buildings, structures or its Subsidiaries other improvements at the Leased Real Property; (c) the operating condition of the properties or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation assets of the System; (d) the environmental conditions of the Leased Real Property; (e) the enforceability of, or in connection withthe Purchaser’s ability to obtain the benefits of, this Agreementany agreement of record affecting the System; or (f) the transferability or assignability of any Contract or Permit. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, or the transactions contemplated hereby or therebyTHE SELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE PURCHASER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO THE PURCASER BY ANY DIRECTOR, OFFICER, MANAGER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF THE XXXXXXXXXX ENTITIES OR ANY OF THEIR AFFILIATES). Each of ParentEXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any PersonTHE SELLER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES TO THE PURCHASER REGARDING THE PROBABLE SUCCESS, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesPROFITABILITY OR VALUE OF ANY OF THE XXXXXXXXXX ENTITIES OR THE SYSTEM.

No Other Representations and Warranties. Except for the specific representations and warranties made by Parent contained in this Article V III (in each case as qualified modified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(cSchedules hereto), neither Parent Seller nor any other Person (including either Merger Sub) makes any express or has made any implied representation or warranty, expressed or implied, at law or in equity, including with respect to or on behalf of Parent or its SubsidiariesSeller, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the any Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement Subsidiary or the transactions contemplated hereby. Parent by this Agreement, and its Subsidiaries disclaim Seller disclaims any other representations or warranties, whether made by Parent or Seller, any of its Subsidiaries Affiliates or any of their respective Affiliates officers, directors, direct or indirect equity holders, managers, employees, agents or other Representatives. Each of ParentAny documents, Bidco title information, assessments, surveys, plans, specifications, reports and each Merger Sub acknowledges and agrees that, except for the representations and warranties studies or other information made available to Buyer by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Seller, including any information made available to Buyer on any electronic data room (collectively, “Review Documents”) are provided as information only. Buyer shall not rely upon any Review Document(s) in lieu of conducting its own due diligence. Except for the Company or its Subsidiariesspecific representations and warranties contained in this Article III (in each case as modified by the Disclosure Schedules hereto), their businessesSeller has not made, operationsdoes not make and has not authorized anyone else to make any representation as to: (a) the accuracy, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy reliability or completeness of any information regarding of the Review Documents; (b) the condition of any building(s), structures or other improvements at the Leased Real Property; (c) the operating condition of the properties or assets of the Company and the Company Subsidiaries; (d) the Environmental Conditions of the Leased Real Property INCLUDING THE PRESENCE OR ABSENCE OF ANY HAZARDOUS SUBSTANCES; (e) the enforceability of, or Buyer’s ability to obtain the benefits of, any agreement of record affecting the Company or its Subsidiaries the Company Subsidiaries; (f) the transferability or assignability of any Contract or Permit; or (g) any other matter furnished or provided thing affecting or relating to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation ofthe Company, or in connection with, this Agreement, the Company Subsidiaries or the transactions contemplated hereby or therebyLLC Interests. Each of ParentSELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any PersonWARRANTY, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesPROJECTION, FORECAST, 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, MANAGER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES) EXCEPT AS EXPRESSLY PROVIDED FOR IN THE TRANSACTION DOCUMENTS. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS, PROFITABILITY OR VALUE OF ANY OF THE COMPANY AND THE COMPANY SUBSIDIARIES.

No Other Representations and Warranties. Except for the representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf Each of Parent or and Merger Sub has conducted its Subsidiaries, their businessesown independent review and analysis of the business, operations, assets, Intellectual Property, technology, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or condition and prospects (including the reasonableness of the assumptions underlying such estimatesCompany and its Subsidiaries and each of them acknowledges that it and its Representatives have received access to books and records, projectionsfacilities, forecastsequipment, plans or prospects) or contracts and other assets of the accuracy or completeness Company and its Subsidiaries, and that it and its Representatives have had an opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiaries. Each of Parent and Merger Sub acknowledges that neither the Company nor any information regarding Person on behalf of the Company makes, and none of Parent or its Subsidiaries Merger Sub has relied upon, any express or any other matter furnished implied representation or provided warranty with respect to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or with respect to any other information provided to Parent or Merger Sub in connection with the Transactions including the accuracy or completeness thereof other than the representations and warranties contained in Article 3 or in the certificate provided pursuant to Section 6.2(c) of their respective Affiliates or Representativesthis Agreement. Each of Parent, Bidco Parent and each Merger Sub acknowledges and agrees that, except for to the representations and warranties made fullest extent permitted by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c)Law, neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates Subsidiaries, and their respective affiliates, stockholders, controlling Persons or Representatives shall not have specifically disclaimed any liability or responsibility whatsoever to Parent, Merger Sub, any Parent Subsidiary, or their respective affiliates, stockholders, controlling Persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered pursuant to this Agreement and do hereby specifically disclaim any such financial statements and any projections, estimates or other representations forward-looking information) provided or made available (including in any data rooms, management presentations, information or descriptive memorandum or supplemental information), or statements made (or any omissions therefrom), to Parent, Merger Sub, any Parent Subsidiary, or any of their respective affiliates, stockholders, controlling Persons or Representatives, except as and warrantiesonly to the extent expressly set forth in Article 3 or in the certificate provided pursuant to Section 6.2(c) of this Agreement.

No Other Representations and Warranties. Except for the representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)The Company, neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or itself and its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made expressly set forth in ARTICLE 5, any agreement expressly contemplated herby or in any certificate delivered by Parent or Merger Subsidiary pursuant to this Agreement: (i) none of Parent, Merger Subsidiary or any of their respective Affiliates (or any other Person) makes, or has made, any other representation or warranty relating to Parent, Merger Subsidiary, their Affiliates or any of their businesses, operations or otherwise in connection with this Agreement or the Transactions; (ii) no Person has been authorized by Parent, Merger Subsidiary, any of their Affiliates or any of its or their respective Representatives to make any representation or warranty relating to Parent, Merger Subsidiary, their Affiliates or any of their businesses or operations or otherwise in connection with this Agreement or the Transactions, and if made, such representation or warranty are hereby disclaimed and must not be relied upon by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any of their Representatives as having been authorized by Parent, Merger Subsidiary, any of their Affiliates or any of their respective Representatives (or any other matter furnished or provided to Parent or Person); and (iii) the representations and warranties made available to by Parent in this Agreement, any “data rooms,” “virtual data rooms,” management presentations agreement expressly contemplated hereby or in any other form certificate delivered by Parent or Merger Subsidiary pursuant to this Agreement are in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each lieu of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such are exclusive of all other representations and warranties, including any express or implied, and each of Parent and Merger Subsidiary hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to the Company, and of its Subsidiaries or any of their Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).

No Other Representations and Warranties. Except for the representations and warranties made by Parent Purchaser in this Article V (as qualified by the applicable items disclosed in the Parent Purchaser Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent Purchaser pursuant to Section 9.03(c8.3(c), neither Parent Purchaser nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent Purchaser or its Subsidiariesany other members of the Purchaser Group, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent Purchaser or its Subsidiaries any other member of the Purchaser Group or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent Purchaser and its Subsidiaries disclaim each other member of the Purchaser Group disclaims any other representations or warranties, whether made by Parent or any member of its Subsidiaries the Purchaser Group or any of their respective Affiliates or Representatives. Each Purchaser acknowledges and agrees that it has had an opportunity to discuss and ask questions regarding the business of ParentCompany and its Subsidiaries with management of Company, Bidco has had access to certain information regarding Company and each Merger Sub its Subsidiaries, including in the “virtual data room” maintained by Company, as it has desired or requested to review and has conducted its own independent investigation of Company and its Subsidiaries and the transactions contemplated hereby. Purchaser acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c8.2(d), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent Purchaser or made available to Parent Purchaser in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub Purchaser specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except Each of Ultimate Parent, Parent and Merger Sub acknowledges and agrees (for itself and on behalf of its Affiliates and representatives of any of the foregoing) that, except for the representations and warranties made by Parent expressly set forth in Article IV, (a) neither the Company nor any of its Affiliates or any Representative of the foregoing (or any other Person) makes, or has made, any representation or warranty relating to the Company or its financial condition, business, results of operations, properties, assets, liabilities, or prospects or otherwise in connection with this Agreement, the Merger or the other transactions contemplated hereby, and none of Ultimate Parent, Parent, Merger Sub nor any of their Affiliates or any representatives of any of the foregoing is relying on, or has relied on, any representation or warranty except for those expressly set forth in Article V IV, (as qualified b) no Person has been authorized by the applicable items disclosed Company to make any representation or warranty relating to the Company or its financial condition, business, results of operations, properties, assets, liabilities, or prospects or otherwise in connection with this Agreement, the Parent Disclosure Schedule Merger or the other transactions contemplated hereby except for those expressly set forth in accordance with Section 11.05 Article IV, and if made, such representation or warranty has not be relied upon by Ultimate Parent, Parent, Merger Sub, or any of their Affiliates or representatives of any of the introduction to this Article V) and in foregoing for any reason, including as having been authorized by the certificate to be delivered by Parent pursuant to Section 9.03(cCompany (or any other Person), neither (c) Ultimate Parent, Parent nor any other Person (including either and Merger Sub) makes Sub and their Affiliates and representative of the foregoing have not relied or has made acted in reliance on, and are not relying or acting, including, as applicable, entering into or consummating this Agreement or the transactions contemplated hereby, in reliance on any representation or warranty, expressed express or implied, at law or in equity, with respect relating to or on behalf of Parent the Company or its Subsidiariesfinancial condition, their businessesbusiness, operations, results of operations, properties, assets, liabilities, financial conditionprospects, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided relating to the Company or made available in reliance on any materials, statements or information provided or addressed to Ultimate Parent, Parent or Merger Sub or their representatives or Affiliates, or the Company in accuracy and completeness thereof, and that no Person shall have any “data rooms,” “virtual data rooms,” management presentations liability with respect to any such representation, warranty, materials, statements or in information or omissions therefrom, and (d) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other form in expectation ofmaterials or information provided or addressed to Ultimate Parent, or in connection withParent, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries Merger Sub or any of their respective Affiliates or Representatives. Each the representatives of Parentany of the foregoing, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties including any materials or information made by the Company in Article IV (as qualified by the applicable items disclosed available in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered electronic data room hosted by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, with this Agreement, the Merger or the other the transactions contemplated hereby or therebyin connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties unless and to the extent expressly set forth in Article IV. Each of Ultimate Parent, Bidco Parent and each Merger Sub specifically (for itself and on behalf of its Affiliates and the representatives of any of the foregoing), hereby disclaims that it is relying on any and all statements or has relied on any such other implied representations or warranties that may have been made by any Personexcept as expressly set forth in Article IV, and acknowledges and agrees that the Company there are no, and its Affiliates have specifically disclaimed and do hereby specifically disclaim none of them are relying upon any, representations or warranties of any such other representations and warrantieskind (express, implied, as to merchantability or fitness for a particular purpose, or otherwise) except as expressly set forth in Article IV.