Common use of No Representation or Warranty Clause in Contracts

No Representation or Warranty. ASSIGNEE, BY ITS EXECUTION AND ACCEPTANCE OF DELIVERY OF THIS ASSIGNMENT, ACKNOWLEDGES AND AGREES THAT: (I) THE SUBJECT PROPERTY IS CONVEYED AND ASSIGNED TO THE ASSIGNEE “AS IS” AND “WITH ALL FAULTS,” WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, (A) AS TO THE OWNERSHIP OF, OR STATE OR CONDITION OF TITLE TO, THE REAL PROPERTY OR THE SUBJECT PROPERTY, OR THE PRESENCE OR ABSENCE OF ANY LIENS OR ENCUMBRANCES THEREON, AND ANY COVENANTS OR WARRANTIES OF TITLE THAT MIGHT OTHERWISE ARISE OR BE IMPLIED BY COMMON LAW, STATUTE OR OTHERWISE ARE EXPRESSLY DISCLAIMED AND NEGATED, OR (B) AS TO THE VALUE, MARKETABILITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR CONDITION OF, OR THE INCOME (IF ANY) TO BE DERIVED FROM, THE REAL PROPERTY OR THE SUBJECT PROPERTY, WHETHER EXPRESS OR IMPLIED OR BY OPERATION OF LAW, BY ANY PERSON, INCLUDING THE ASSIGNOR OR ANY PREDECESSORS-IN-INTEREST OR AFFILIATES OF THE ASSIGNOR, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS; (II) THE ASSIGNOR SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE REAL PROPERTY OR THE SUBJECT PROPERTY OR WITH RESPECT TO THE LEGALITY, VALIDITY, EFFECTIVENESS, ADEQUACY OR ENFORCEABILITY OF ANY RELATED AGREEMENTS OR OTHER DOCUMENTS RELATING THERETO OR FOR THE PERFORMANCE AND OBSERVANCE BY THE PARTIES TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR ANY OTHER PERSON OF ANY OF ITS OBLIGATIONS PURSUANT TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR WITH RESPECT TO ANY OTHER MATTER WHATSOEVER RELATING TO THE REAL PROPERTY OR THE SUBJECT PROPERTY, INCLUDING WITHOUT LIMITATION, as to (a) environmental matters relating to the Real Property or the Subject Property, including, without limitation, the presence of any Environmental Hazard in, on, under and around the Real Property or other properties in the vicinity of the Real Property;

No Representation or Warranty. ASSIGNEE, BY ITS EXECUTION AND ACCEPTANCE OF DELIVERY OF THIS ASSIGNMENT, ACKNOWLEDGES AND AGREES THAT: (I) THE SUBJECT PROPERTY IS CONVEYED AND ASSIGNED EXCEPT TO THE ASSIGNEE “EXTENT OTHERWISE PROVIDED FOR IN THIS AGREEMENT OR IN THE MERGER AGREEMENT, RED LION (ON BEHALF OF ITSELF AND MEMBERS OF THE RED LION GROUP) ACKNOWLEDGES THAT NONE OF NAVY NOR ANY MEMBER OF THE NAVY GROUP MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY HEREIN AS IS” AND “WITH ALL FAULTS,” WITHOUT TO ANY REPRESENTATION, WARRANTY OR GUARANTY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, INCLUDING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO: (A) AS TO THE OWNERSHIP OF, OR STATE OR CONDITION OF TITLE TO, THE REAL PROPERTY OR THE SUBJECT PROPERTY, VALUE OF ANY RED LION ASSET OR THE PRESENCE OR ABSENCE AMOUNT OF ANY LIENS OR ENCUMBRANCES THEREON, AND ANY COVENANTS OR WARRANTIES OF TITLE THAT MIGHT OTHERWISE ARISE OR BE IMPLIED BY COMMON LAW, STATUTE OR OTHERWISE ARE EXPRESSLY DISCLAIMED AND NEGATED, OR RED LION LIABILITY; (B) AS TO THE VALUE, MARKETABILITY, MERCHANTABILITY, FITNESS FOR FREEDOM FROM ANY PARTICULAR PURPOSE, OR CONDITION OF, OR THE INCOME (IF ANY) TO BE DERIVED FROM, THE REAL PROPERTY OR THE SUBJECT PROPERTY, WHETHER EXPRESS OR IMPLIED OR BY OPERATION SECURITY INTEREST OF LAW, BY ANY PERSON, INCLUDING THE ASSIGNOR OR ANY PREDECESSORS-IN-INTEREST OR AFFILIATES OF THE ASSIGNOR, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORSRED LION ASSET; (IIC) THE ASSIGNOR SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY ABSENCE OF DEFENSES OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE REAL PROPERTY OR THE SUBJECT PROPERTY OR WITH RESPECT TO THE LEGALITY, VALIDITY, EFFECTIVENESS, ADEQUACY OR ENFORCEABILITY OF ANY RELATED AGREEMENTS OR OTHER DOCUMENTS RELATING THERETO OR FOR THE PERFORMANCE AND OBSERVANCE BY THE PARTIES TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR ANY OTHER PERSON OF ANY OF ITS OBLIGATIONS PURSUANT TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR FREEDOM FROM COUNTERCLAIMS WITH RESPECT TO ANY OTHER MATTER WHATSOEVER RELATING CLAIM TO BE CONVEYED TO RED LION OR HELD BY A MEMBER OF THE RED LION GROUP; OR (D) ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR TITLE. EXCEPT TO THE REAL PROPERTY EXTENT OTHERWISE PROVIDED FOR IN THIS AGREEMENT OR IN THE SUBJECT PROPERTYMERGER AGREEMENT, INCLUDING RED LION (ON BEHALF OF ITSELF AND MEMBERS OF THE RED LION GROUP) FURTHER ACKNOWLEDGES THAT ALL OTHER WARRANTIES THAT NAVY OR ANY MEMBER OF THE NAVY GROUP GAVE OR MIGHT HAVE GIVEN, OR WHICH MIGHT BE PROVIDED OR IMPLIED BY APPLICABLE LAW OR COMMERCIAL PRACTICE, ARE HEREBY EXPRESSLY EXCLUDED. EXCEPT TO THE EXTENT OTHERWISE PROVIDED FOR IN THIS AGREEMENT OR IN THE MERGER AGREEMENT, ALL ASSETS TO BE TRANSFERRED TO RED LION (AND ALL OF THE RED LION ASSETS HELD BY THE RED LION ENTITIES) WILL BE TRANSFERRED WITHOUT LIMITATIONANY COVENANT, as to REPRESENTATION OR WARRANTY (aWHETHER EXPRESS OR IMPLIED) environmental matters relating to the Real Property or the Subject PropertyAND ARE HELD “AS IS, includingWHERE IS” AND FROM AND AFTER THE CLOSING RED LION WILL BEAR THE ECONOMIC AND LEGAL RISK THAT ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN RED LION GOOD AND MARKETABLE TITLE, without limitation, the presence of any Environmental Hazard in, on, under and around the Real Property or other properties in the vicinity of the Real Property;FREE AND CLEAR OF ANY SECURITY INTEREST OR ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS THAT ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS ARE NOT COMPLIED WITH.

No Representation or Warranty. ASSIGNEE, BY ITS EXECUTION EACH OF WDC (ON BEHALF OF ITSELF AND ACCEPTANCE EACH OTHER MEMBER OF DELIVERY THE WDC GROUP) AND SPINCO (ON BEHALF OF THIS ASSIGNMENT, ACKNOWLEDGES ITSELF AND EACH OTHER MEMBER OF THE SPINCO GROUP) UNDERSTANDS AND AGREES THAT: (I) THE SUBJECT PROPERTY , EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, NO PARTY TO THIS AGREEMENT IS CONVEYED AND ASSIGNED REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSIGNEE “CONDITION OR THE VALUE OF ANY ASSETS, BUSINESSES OR THE AMOUNT OF ANY LIABILITIES CONTRIBUTED, TRANSFERRED, DISTRIBUTED OR ASSUMED AS IS” CONTEMPLATED HEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OF ANY ASSETS OF SUCH PARTY, AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, DISTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND “WITH FILING HEREOF OR THEREOF. FOR THE AVOIDANCE OF DOUBT, THIS SECTION 1.11 SHALL HAVE NO EFFECT ON ANY REPRESENTATION OR WARRANTY EXPRESSLY MADE HEREIN OR IN ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE. FOR THE AVOIDANCE OF DOUBT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, ANY AND ALL FAULTS,” WITHOUT WARRANTIES OF ANY REPRESENTATION, WARRANTY OR GUARANTY WHATSOEVERKIND ARE HEREBY DISCLAIMED AND EXCLUDED, INCLUDING, WITHOUT LIMITATION, (A) AS TO THE OWNERSHIP OF, OR STATE OR CONDITION OF TITLE TO, THE REAL PROPERTY OR THE SUBJECT PROPERTY, OR THE PRESENCE OR ABSENCE OF ANY LIENS OR ENCUMBRANCES THEREON, AND ANY COVENANTS OR IMPLIED WARRANTIES OF TITLE THAT MIGHT OTHERWISE ARISE OR BE IMPLIED BY COMMON LAW, STATUTE OR OTHERWISE ARE EXPRESSLY DISCLAIMED AND NEGATED, OR (B) AS TO THE VALUE, MARKETABILITY, MERCHANTABILITY, FITNESS FOR ANY A PARTICULAR PURPOSE, OR CONDITION OF, OR THE INCOME (IF ANY) TO BE DERIVED FROM, THE REAL PROPERTY OR THE SUBJECT PROPERTY, WHETHER EXPRESS OR IMPLIED OR BY OPERATION OF LAW, BY ANY PERSON, INCLUDING THE ASSIGNOR OR ANY PREDECESSORS-IN-INTEREST OR AFFILIATES OF THE ASSIGNOR, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS; (II) THE ASSIGNOR SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE REAL PROPERTY OR THE SUBJECT PROPERTY OR WITH RESPECT TO THE LEGALITY, VALIDITY, EFFECTIVENESS, ADEQUACY OR ENFORCEABILITY OF ANY RELATED AGREEMENTS OR OTHER DOCUMENTS RELATING THERETO OR FOR THE PERFORMANCE TITLE AND OBSERVANCE BY THE PARTIES TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR ANY OTHER PERSON OF ANY OF ITS OBLIGATIONS PURSUANT TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR WITH RESPECT TO ANY OTHER MATTER WHATSOEVER RELATING TO THE REAL PROPERTY OR THE SUBJECT PROPERTY, INCLUDING WITHOUT LIMITATION, as to (a) environmental matters relating to the Real Property or the Subject Property, including, without limitation, the presence of any Environmental Hazard in, on, under and around the Real Property or other properties in the vicinity of the Real Property;NONINFRINGEMENT.

No Representation or Warranty. ASSIGNEE, BY ITS EXECUTION EACH OF FOX AND ACCEPTANCE NEWCO (ON BEHALF OF DELIVERY ITSELF AND EACH OTHER MEMBER OF THIS ASSIGNMENT, ACKNOWLEDGES THE NEWCO GROUP) UNDERSTANDS AND AGREES THAT: (I) , EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN THE SUBJECT PROPERTY MERGER AGREEMENT OR IN ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, THE MERGER AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, NO PARTY TO THIS AGREEMENT IS CONVEYED AND ASSIGNED TO THE ASSIGNEE “AS IS” AND “WITH ALL FAULTS,” WITHOUT REPRESENTING OR WARRANTING IN ANY REPRESENTATION, WARRANTY OR GUARANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, (A) WAY AS TO THE OWNERSHIP OF, OR STATE OR CONDITION OF TITLE TO, THE REAL PROPERTY OR THE SUBJECT PROPERTYVALUE OF ANY ASSETS, BUSINESSES OR THE PRESENCE AMOUNT OF ANY LIABILITIES CONTRIBUTED, TRANSFERRED, DISTRIBUTED OR ASSUMED AS CONTEMPLATED HEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OF ANY ASSETS OF SUCH PARTY, AS TO THE ABSENCE OF ANY LIENS DEFENSES OR ENCUMBRANCES THEREON, AND ANY COVENANTS RIGHT OF SETOFF OR WARRANTIES OF TITLE THAT MIGHT OTHERWISE ARISE OR BE IMPLIED BY COMMON LAW, STATUTE OR OTHERWISE ARE EXPRESSLY DISCLAIMED AND NEGATED, OR (B) AS TO THE VALUE, MARKETABILITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR CONDITION OF, OR THE INCOME (IF ANY) TO BE DERIVED FROM, THE REAL PROPERTY OR THE SUBJECT PROPERTY, WHETHER EXPRESS OR IMPLIED OR BY OPERATION OF LAW, BY ANY PERSON, INCLUDING THE ASSIGNOR OR ANY PREDECESSORS-IN-INTEREST OR AFFILIATES OF THE ASSIGNOR, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS; (II) THE ASSIGNOR SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE REAL PROPERTY OR THE SUBJECT PROPERTY OR WITH RESPECT TO THE LEGALITY, VALIDITY, EFFECTIVENESS, ADEQUACY OR ENFORCEABILITY OF ANY RELATED AGREEMENTS OR OTHER DOCUMENTS RELATING THERETO OR FOR THE PERFORMANCE AND OBSERVANCE BY THE PARTIES TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR ANY OTHER PERSON OF ANY OF ITS OBLIGATIONS PURSUANT TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER MATTER WHATSOEVER RELATING ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE REAL PROPERTY LEGAL SUFFICIENCY OF ANY CONTRIBUTION, DISTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE SUBJECT PROPERTYEXECUTION, INCLUDING WITHOUT LIMITATIONDELIVERY AND FILING HEREOF OR THEREOF. FOR THE AVOIDANCE OF DOUBT, as to (a) environmental matters relating to the Real Property or the Subject PropertyTHIS SECTION 1.11 SHALL HAVE NO EFFECT ON ANY REPRESENTATION OR WARRANTY MADE HEREIN, includingIN THE MERGER AGREEMENT OR IN ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, without limitationTHE MERGER AGREEMENT, the presence of any Environmental Hazard in, on, under and around the Real Property or other properties in the vicinity of the Real Property;ANY ANCILLARY AGREEMENT OR OTHERWISE.

No Representation or Warranty. ASSIGNEEEACH OF ITC, BY ITS EXECUTION ENTERGY, THE UTILITY OPCOS, ESI AND ACCEPTANCE TRANSCO (ON BEHALF OF DELIVERY ITSELF AND EACH OTHER MEMBER OF THIS ASSIGNMENT, ACKNOWLEDGES THE TRANSCO GROUP) UNDERSTANDS AND AGREES THAT: (I) , EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN THE SUBJECT PROPERTY MERGER AGREEMENT OR IN ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, THE MERGER AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, NO PARTY TO THIS AGREEMENT, THE MERGER AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, THE MERGER AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, IS CONVEYED AND ASSIGNED TO THE ASSIGNEE “AS IS” AND “WITH ALL FAULTS,” WITHOUT REPRESENTING OR WARRANTING IN ANY REPRESENTATION, WARRANTY OR GUARANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, (A) WAY AS TO THE OWNERSHIP ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED, DISTRIBUTED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR STATE OR CONDITION ANY OTHER MATTER CONCERNING, ANY ASSETS OF TITLE TO, THE REAL PROPERTY OR THE SUBJECT PROPERTYSUCH PARTY, OR AS TO THE PRESENCE OR ABSENCE OF ANY LIENS DEFENSES OR ENCUMBRANCES THEREON, AND ANY COVENANTS RIGHT OF SETOFF OR WARRANTIES OF TITLE THAT MIGHT OTHERWISE ARISE OR BE IMPLIED BY COMMON LAW, STATUTE OR OTHERWISE ARE EXPRESSLY DISCLAIMED AND NEGATED, OR (B) AS TO THE VALUE, MARKETABILITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR CONDITION OF, OR THE INCOME (IF ANY) TO BE DERIVED FROM, THE REAL PROPERTY OR THE SUBJECT PROPERTY, WHETHER EXPRESS OR IMPLIED OR BY OPERATION OF LAW, BY ANY PERSON, INCLUDING THE ASSIGNOR OR ANY PREDECESSORS-IN-INTEREST OR AFFILIATES OF THE ASSIGNOR, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS; (II) THE ASSIGNOR SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE REAL PROPERTY OR THE SUBJECT PROPERTY OR WITH RESPECT TO THE LEGALITY, VALIDITY, EFFECTIVENESS, ADEQUACY OR ENFORCEABILITY OF ANY RELATED AGREEMENTS OR OTHER DOCUMENTS RELATING THERETO OR FOR THE PERFORMANCE AND OBSERVANCE BY THE PARTIES TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR ANY OTHER PERSON OF ANY OF ITS OBLIGATIONS PURSUANT TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER MATTER WHATSOEVER RELATING ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE REAL PROPERTY LEGAL SUFFICIENCY OF ANY CONTRIBUTION, DISTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE SUBJECT PROPERTYEXECUTION, INCLUDING WITHOUT LIMITATIONDELIVERY AND FILING HEREOF OR THEREOF. FOR THE AVOIDANCE OF DOUBT, as to (a) environmental matters relating to the Real Property or the Subject PropertyTHIS SECTION 3.15 SHALL HAVE NO EFFECT ON ANY REPRESENTATION OR WARRANTY MADE HEREIN, includingIN THE MERGER AGREEMENT OR IN ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, without limitationTHE MERGER AGREEMENT, the presence of any Environmental Hazard in, on, under and around the Real Property or other properties in the vicinity of the Real Property;ANY ANCILLARY AGREEMENT OR OTHERWISE.

No Representation or Warranty. ASSIGNEE, BY ITS EXECUTION AND ACCEPTANCE OF DELIVERY OF THIS ASSIGNMENT, ACKNOWLEDGES AND AGREES THAT: (I) THE SUBJECT PROPERTY IS CONVEYED AND ASSIGNED EXCEPT TO THE ASSIGNEE “EXTENT OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE MERGER AGREEMENT OR ANY ANCILLARY AGREEMENT, SPINCO (ON BEHALF OF ITSELF AND MEMBERS OF THE SPINCO GROUP) ACKNOWLEDGES THAT NEITHER BURGUNDY NOR ANY MEMBER OF THE BURGUNDY GROUP MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY HEREIN AS IS” AND “WITH ALL FAULTS,” WITHOUT TO ANY REPRESENTATION, WARRANTY OR GUARANTY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, INCLUDING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO: (A) AS TO THE OWNERSHIP OF, OR STATE OR CONDITION OF TITLE TO, THE REAL PROPERTY OR THE SUBJECT PROPERTY, VALUE OF ANY SPINCO ASSET OR THE PRESENCE OR ABSENCE AMOUNT OF ANY LIENS OR ENCUMBRANCES THEREON, AND ANY COVENANTS OR WARRANTIES OF TITLE THAT MIGHT OTHERWISE ARISE OR BE IMPLIED BY COMMON LAW, STATUTE OR OTHERWISE ARE EXPRESSLY DISCLAIMED AND NEGATED, OR SPINCO LIABILITY; (B) AS TO THE VALUE, MARKETABILITY, MERCHANTABILITY, FITNESS FOR FREEDOM FROM ANY PARTICULAR PURPOSE, OR CONDITION OF, OR THE INCOME (IF ANY) TO BE DERIVED FROM, THE REAL PROPERTY OR THE SUBJECT PROPERTY, WHETHER EXPRESS OR IMPLIED OR BY OPERATION SECURITY INTEREST OF LAW, BY ANY PERSON, INCLUDING THE ASSIGNOR OR ANY PREDECESSORS-IN-INTEREST OR AFFILIATES OF THE ASSIGNOR, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORSSPINCO ASSET; (IIC) THE ASSIGNOR SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY ABSENCE OF DEFENSES OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE REAL PROPERTY OR THE SUBJECT PROPERTY OR WITH RESPECT TO THE LEGALITY, VALIDITY, EFFECTIVENESS, ADEQUACY OR ENFORCEABILITY OF ANY RELATED AGREEMENTS OR OTHER DOCUMENTS RELATING THERETO OR FOR THE PERFORMANCE AND OBSERVANCE BY THE PARTIES TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR ANY OTHER PERSON OF ANY OF ITS OBLIGATIONS PURSUANT TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR FREEDOM FROM COUNTERCLAIMS WITH RESPECT TO ANY OTHER MATTER WHATSOEVER RELATING CLAIM TO BE CONVEYED TO SPINCO OR HELD BY A MEMBER OF THE SPINCO GROUP; OR (D) ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR TITLE. EXCEPT TO THE REAL PROPERTY EXTENT OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE MERGER AGREEMENT OR ANY ANCILLARY AGREEMENT, SPINCO (ON BEHALF OF ITSELF AND MEMBERS OF THE SUBJECT PROPERTYSPINCO GROUP) FURTHER ACKNOWLEDGES THAT ALL OTHER WARRANTIES THAT BURGUNDY OR ANY MEMBER OF THE BURGUNDY GROUP GAVE OR MIGHT HAVE GIVEN, INCLUDING OR WHICH MIGHT BE PROVIDED OR IMPLIED BY APPLICABLE LAW OR COMMERCIAL PRACTICE, ARE HEREBY EXPRESSLY EXCLUDED. EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE MERGER AGREEMENT OR ANY ANCILLARY AGREEMENT, ALL ASSETS TO BE TRANSFERRED TO SPINCO (AND ALL OF THE SPINCO ASSETS HELD BY THE SPINCO ENTITIES) WILL BE TRANSFERRED WITHOUT LIMITATIONANY COVENANT, as to REPRESENTATION OR WARRANTY (aWHETHER EXPRESS OR IMPLIED) environmental matters relating to the Real Property or the Subject PropertyAND ARE HELD “AS IS, includingWHERE IS” AND FROM AND AFTER THE CLOSING SPINCO WILL BEAR THE ECONOMIC AND LEGAL RISK THAT ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN SPINCO GOOD AND MARKETABLE TITLE, without limitation, the presence of any Environmental Hazard in, on, under and around the Real Property or other properties in the vicinity of the Real Property;FREE AND CLEAR OF ANY SECURITY INTEREST OR ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS THAT ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS ARE NOT COMPLIED WITH.

No Representation or Warranty. ASSIGNEE, BY ITS EXECUTION AND ACCEPTANCE OF DELIVERY OF THIS ASSIGNMENT, ACKNOWLEDGES AND AGREES THAT: (I) THE SUBJECT PROPERTY IS CONVEYED AND ASSIGNED TO THE ASSIGNEE “AS IS” AND “WITH ALL FAULTS,” WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, , (A) AS TO THE OWNERSHIP OF, OR STATE OR CONDITION OF TITLE TO, THE REAL PROPERTY OR THE SUBJECT PROPERTY, OR THE PRESENCE OR ABSENCE OF ANY LIENS OR ENCUMBRANCES THEREON, AND ANY COVENANTS OR WARRANTIES OF TITLE THAT MIGHT OTHERWISE ARISE OR BE IMPLIED BY COMMON LAW, STATUTE OR OTHERWISE ARE EXPRESSLY DISCLAIMED AND NEGATED, OR (B) AS TO THE VALUE, MARKETABILITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR CONDITION OF, OR THE INCOME (IF ANY) TO BE DERIVED FROM, THE REAL PROPERTY OR THE SUBJECT PROPERTY, WHETHER EXPRESS OR IMPLIED OR BY OPERATION OF LAW, BY ANY PERSON, INCLUDING THE ASSIGNOR OR ANY PREDECESSORS-IN-INTEREST OR AFFILIATES OF THE ASSIGNOR, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS; (II) THE ASSIGNOR SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE REAL PROPERTY OR THE SUBJECT PROPERTY OR WITH RESPECT TO THE LEGALITY, VALIDITY, EFFECTIVENESS, ADEQUACY OR ENFORCEABILITY OF ANY RELATED AGREEMENTS OR OTHER DOCUMENTS RELATING THERETO OR FOR THE PERFORMANCE AND OBSERVANCE BY THE PARTIES TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR ANY OTHER PERSON OF ANY OF ITS OBLIGATIONS PURSUANT TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR WITH RESPECT TO ANY OTHER MATTER WHATSOEVER RELATING TO THE REAL PROPERTY OR THE SUBJECT PROPERTY, INCLUDING WITHOUT LIMITATION, as to (a) environmental matters relating to the Real Property or the Subject Property, including, without limitation, the presence of any Environmental Hazard in, on, under and around the Real Property or other properties in the vicinity of the Real Property; (b) the presence of mold or other microbial agents in the Subject Property or the Real Property;

No Representation or Warranty. ASSIGNEEEACH MEMBER OF THE DISCLOSING PARTY GROUP (AS DEFINED BELOW) MAKES NO REPRESENTATIONS OR WARRANTIES, BY ITS EXECUTION AND ACCEPTANCE OF DELIVERY OF THIS ASSIGNMENTEXPRESS OR IMPLIED, ACKNOWLEDGES AND AGREES THAT: (I) THE SUBJECT PROPERTY IS CONVEYED AND ASSIGNED TO THE ASSIGNEE “AS IS” AND “WITH ALL FAULTS,” WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, (A) AS TO THE OWNERSHIP OFQUALITY, ACCURACY AND COMPLETENESS OF THE CONFIDENTIAL INFORMATION DISCLOSED HEREUNDER EXCEPT AS MAY BE SET FORTH AFTER THE DATE OF THIS AGREEMENT IN ONE OR STATE MORE DEFINTIVE AGREEMENTS. EXCEPT AS MAY BE SET FORTH AFTER THE DATE OF THIS AGREEMENT IN ONE OR CONDITION OF TITLE TOMORE DEFINTIVE AGREEMENTS, DISCLOSING PARTY, ITS RESPECTIVE AFFILIATED COMPANIES, CO-VENTURERS AND THEIR AFFILIATED COMPANIES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES (COLLECTIVELY, THE REAL PROPERTY “DISCLOSING PARTY GROUP”) SHALL HAVE NO LIABILITY WHATSOEVER TO ANY MEMBER OF THE RECEIVING PARTY GROUP (AS DEFINED BELOW) WITH RESPECT TO THE USE OF OR RELIANCE UPON THE SUBJECT PROPERTYCONFIDENTIAL INFORMATION BY THE RECEIVING PARTY GROUP, OR THE PRESENCE OR ABSENCE OF ANY LIENS OR ENCUMBRANCES THEREONITS AFFILIATED COMPANIES, AND ANY COVENANTS OR WARRANTIES OF TITLE THAT MIGHT OTHERWISE ARISE OR BE IMPLIED BY COMMON LAW, STATUTE OR OTHERWISE ARE EXPRESSLY DISCLAIMED AND NEGATED, OR (B) AS TO THE VALUE, MARKETABILITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR CONDITION OF, OR THE INCOME (IF ANY) TO BE DERIVED FROM, THE REAL PROPERTY OR THE SUBJECT PROPERTY, WHETHER EXPRESS OR IMPLIED OR BY OPERATION OF LAW, BY ANY PERSON, INCLUDING THE ASSIGNOR OR ANY PREDECESSORS-IN-INTEREST OR AFFILIATES OF THE ASSIGNOR, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES (COLLECTIVELY, THE “RECEIVING PARTY GROUP”). ONLY THOSE REPRESENTATIONS OR CONTRACTORS; (II) WARRANTIES WHICH ARE MADE IN A FINAL DEFINITIVE AGREEMENT REGARDING RECEIVING PARTY'S PARTICIPATION IN THE ASSIGNOR SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE REAL PROPERTY TRANSACTION OR THE PROPERTIES, WHEN, AS AND IF EXECUTED, AND SUBJECT PROPERTY OR WITH RESPECT TO THE LEGALITYSUCH LIMITATIONS AND RESTRICTIONS AS MAY BE SPECIFIED THEREIN, VALIDITY, EFFECTIVENESS, ADEQUACY OR ENFORCEABILITY OF WILL HAVE ANY RELATED AGREEMENTS OR OTHER DOCUMENTS RELATING THERETO OR FOR THE PERFORMANCE AND OBSERVANCE BY THE PARTIES TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR ANY OTHER PERSON OF ANY OF ITS OBLIGATIONS PURSUANT TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR WITH RESPECT TO ANY OTHER MATTER WHATSOEVER RELATING TO THE REAL PROPERTY OR THE SUBJECT PROPERTY, INCLUDING WITHOUT LIMITATION, as to (a) environmental matters relating to the Real Property or the Subject Property, including, without limitation, the presence of any Environmental Hazard in, on, under and around the Real Property or other properties in the vicinity of the Real Property;LEGAL EFFECT.

No Representation or Warranty. ASSIGNEEEACH OF ITC, BY ITS EXECUTION ENTERGY, THE UTILITY OPCOS, ESI AND ACCEPTANCE TRANSCO (ON BEHALF OF DELIVERY ITSELF AND EACH OTHER MEMBER OF THIS ASSIGNMENT, ACKNOWLEDGES THE TRANSCO GROUP) UNDERSTANDS AND AGREES THAT: (I) , EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN THE SUBJECT PROPERTY MERGER AGREEMENT OR IN ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, THE MERGER AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, NO PARTY TO THIS AGREEMENT, THE MERGER AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, THE Table of Contents MERGER AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, IS CONVEYED AND ASSIGNED TO THE ASSIGNEE “AS IS” AND “WITH ALL FAULTS,” WITHOUT REPRESENTING OR WARRANTING IN ANY REPRESENTATION, WARRANTY OR GUARANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, (A) WAY AS TO THE OWNERSHIP ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED, DISTRIBUTED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR STATE OR CONDITION ANY OTHER MATTER CONCERNING, ANY ASSETS OF TITLE TO, THE REAL PROPERTY OR THE SUBJECT PROPERTYSUCH PARTY, OR AS TO THE PRESENCE OR ABSENCE OF ANY LIENS DEFENSES OR ENCUMBRANCES THEREON, AND ANY COVENANTS RIGHT OF SETOFF OR WARRANTIES OF TITLE THAT MIGHT OTHERWISE ARISE OR BE IMPLIED BY COMMON LAW, STATUTE OR OTHERWISE ARE EXPRESSLY DISCLAIMED AND NEGATED, OR (B) AS TO THE VALUE, MARKETABILITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR CONDITION OF, OR THE INCOME (IF ANY) TO BE DERIVED FROM, THE REAL PROPERTY OR THE SUBJECT PROPERTY, WHETHER EXPRESS OR IMPLIED OR BY OPERATION OF LAW, BY ANY PERSON, INCLUDING THE ASSIGNOR OR ANY PREDECESSORS-IN-INTEREST OR AFFILIATES OF THE ASSIGNOR, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS; (II) THE ASSIGNOR SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE REAL PROPERTY OR THE SUBJECT PROPERTY OR WITH RESPECT TO THE LEGALITY, VALIDITY, EFFECTIVENESS, ADEQUACY OR ENFORCEABILITY OF ANY RELATED AGREEMENTS OR OTHER DOCUMENTS RELATING THERETO OR FOR THE PERFORMANCE AND OBSERVANCE BY THE PARTIES TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR ANY OTHER PERSON OF ANY OF ITS OBLIGATIONS PURSUANT TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER MATTER WHATSOEVER RELATING ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE REAL PROPERTY LEGAL SUFFICIENCY OF ANY CONTRIBUTION, DISTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE SUBJECT PROPERTYEXECUTION, INCLUDING WITHOUT LIMITATIONDELIVERY AND FILING HEREOF OR THEREOF. FOR THE AVOIDANCE OF DOUBT, as to (a) environmental matters relating to the Real Property or the Subject PropertyTHIS SECTION 3.15 SHALL HAVE NO EFFECT ON ANY REPRESENTATION OR WARRANTY MADE HEREIN, includingIN THE MERGER AGREEMENT OR IN ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, without limitationTHE MERGER AGREEMENT, the presence of any Environmental Hazard in, on, under and around the Real Property or other properties in the vicinity of the Real Property;ANY ANCILLARY AGREEMENT OR OTHERWISE.

No Representation or Warranty. ASSIGNEE, BY ITS EXECUTION EACH OF ▇▇▇▇▇▇▇ AND ACCEPTANCE NEWCO (ON BEHALF OF DELIVERY ITSELF AND EACH OTHER MEMBER OF THIS ASSIGNMENT, ACKNOWLEDGES THE NEWCO GROUP) UNDERSTANDS AND AGREES THAT: (I) , EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN THE SUBJECT PROPERTY MERGER AGREEMENT OR IN ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, THE MERGER AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, NO PARTY TO THIS AGREEMENT IS CONVEYED AND ASSIGNED TO THE ASSIGNEE “AS IS” AND “WITH ALL FAULTS,” WITHOUT REPRESENTING OR WARRANTING IN ANY REPRESENTATION, WARRANTY OR GUARANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, (A) WAY AS TO THE OWNERSHIP OF, OR STATE OR CONDITION OF TITLE TO, THE REAL PROPERTY OR THE SUBJECT PROPERTYVALUE OF ANY ASSETS, BUSINESSES OR THE PRESENCE AMOUNT OF ANY LIABILITIES CONTRIBUTED, TRANSFERRED, DISTRIBUTED OR ASSUMED AS CONTEMPLATED HEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OF ANY ASSETS OF SUCH PARTY, AS TO THE ABSENCE OF ANY LIENS DEFENSES OR ENCUMBRANCES THEREON, AND ANY COVENANTS RIGHT OF SETOFF OR WARRANTIES OF TITLE THAT MIGHT OTHERWISE ARISE OR BE IMPLIED BY COMMON LAW, STATUTE OR OTHERWISE ARE EXPRESSLY DISCLAIMED AND NEGATED, OR (B) AS TO THE VALUE, MARKETABILITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR CONDITION OF, OR THE INCOME (IF ANY) TO BE DERIVED FROM, THE REAL PROPERTY OR THE SUBJECT PROPERTY, WHETHER EXPRESS OR IMPLIED OR BY OPERATION OF LAW, BY ANY PERSON, INCLUDING THE ASSIGNOR OR ANY PREDECESSORS-IN-INTEREST OR AFFILIATES OF THE ASSIGNOR, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS; (II) THE ASSIGNOR SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE REAL PROPERTY OR THE SUBJECT PROPERTY OR WITH RESPECT TO THE LEGALITY, VALIDITY, EFFECTIVENESS, ADEQUACY OR ENFORCEABILITY OF ANY RELATED AGREEMENTS OR OTHER DOCUMENTS RELATING THERETO OR FOR THE PERFORMANCE AND OBSERVANCE BY THE PARTIES TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR ANY OTHER PERSON OF ANY OF ITS OBLIGATIONS PURSUANT TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER MATTER WHATSOEVER RELATING ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE REAL PROPERTY LEGAL SUFFICIENCY OF ANY CONTRIBUTION, DISTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE SUBJECT PROPERTYEXECUTION, INCLUDING WITHOUT LIMITATIONDELIVERY AND FILING HEREOF OR THEREOF. FOR THE AVOIDANCE OF DOUBT, as to (a) environmental matters relating to the Real Property or the Subject PropertyTHIS SECTION 1.10 SHALL HAVE NO EFFECT ON ANY REPRESENTATION OR WARRANTY MADE HEREIN, includingIN THE MERGER AGREEMENT OR IN ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, without limitationTHE MERGER AGREEMENT, the presence of any Environmental Hazard in, on, under and around the Real Property or other properties in the vicinity of the Real Property;ANY ANCILLARY AGREEMENT OR OTHERWISE.

No Representation or Warranty. ASSIGNEE(a) EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THE MERGER AGREEMENT OR ANY ANCILLARY AGREEMENT, BY ITS EXECUTION VISTANA (ON BEHALF OF ITSELF AND ACCEPTANCE MEMBERS OF DELIVERY THE VISTANA GROUP) ACKNOWLEDGES THAT NEITHER STARWOOD NOR ANY MEMBER OF THIS ASSIGNMENTTHE STARWOOD GROUP MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY HEREIN AS TO ANY MATTER WHATSOEVER, ACKNOWLEDGES AND AGREES THATINCLUDING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO: (IA) THE SUBJECT PROPERTY IS CONVEYED CONDITION OR THE VALUE OF ANY VISTANA ASSET, THE VISTANA BUSINESS OR THE AMOUNT OF ANY VISTANA LIABILITY; (B) THE FREEDOM FROM ANY LIEN OF ANY VISTANA ASSET; (C) THE ABSENCE OF DEFENSES OR FREEDOM FROM COUNTERCLAIMS WITH RESPECT TO ANY CLAIM TO BE TRANSFERRED TO OR ASSUMED BY VISTANA OR HELD BY A MEMBER OF THE VISTANA GROUP; OR (D) ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND ASSIGNED FITNESS FOR A PARTICULAR PURPOSE OR TITLE. EXCEPT TO THE ASSIGNEE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THE MERGER AGREEMENT OR ANY ANCILLARY AGREEMENT, VISTANA (ON BEHALF OF ITSELF AND MEMBERS OF THE VISTANA GROUP) FURTHER ACKNOWLEDGES THAT ALL OTHER WARRANTIES THAT STARWOOD OR ANY MEMBER OF THE STARWOOD GROUP GAVE OR MIGHT HAVE GIVEN, OR WHICH MIGHT BE PROVIDED OR IMPLIED BY APPLICABLE LAW OR COMMERCIAL PRACTICE, ARE HEREBY EXPRESSLY EXCLUDED. EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THE MERGER AGREEMENT OR ANY ANCILLARY AGREEMENT, ALL ASSETS, BUSINESSES AND LIABILITIES TO BE TRANSFERRED TO OR ASSUMED BY VISTANA SHALL BE TRANSFERRED WITHOUT ANY COVENANT, REPRESENTATION OR WARRANTY (WHETHER EXPRESS OR IMPLIED), AND ALL OF THE ASSETS, BUSINESSES AND LIABILITIES HELD BY THE VISTANA ENTITIES ARE HELD, “AS IS” AND “WITH ALL FAULTS, WHERE IS,” WITHOUT AND, FROM AND AFTER THE EFFECTIVE TIME, VISTANA SHALL BEAR THE ECONOMIC AND LEGAL RISK THAT ANY REPRESENTATIONSUCH TRANSFER OR ASSUMPTION SHALL PROVE TO BE INSUFFICIENT TO VEST IN VISTANA GOOD AND MARKETABLE TITLE, WARRANTY OR GUARANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, (A) AS TO THE OWNERSHIP OF, OR STATE OR CONDITION OF TITLE TO, THE REAL PROPERTY OR THE SUBJECT PROPERTY, OR THE PRESENCE OR ABSENCE FREE AND CLEAR OF ANY LIENS LIEN OR ENCUMBRANCES THEREONANY NECESSARY CONSENTS THAT ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS ARE NOT COMPLIED WITH (BUT SUBJECT TO COMPLIANCE BY STARWOOD WITH ITS OBLIGATIONS IN SECTIONS 2.1 AND 2.2), AND ANY COVENANTS OR WARRANTIES OF TITLE THAT MIGHT OTHERWISE ARISE OR BE IMPLIED BY COMMON LAW, STATUTE OR OTHERWISE ARE EXPRESSLY DISCLAIMED AND NEGATED, OR (B) AS TO THE VALUE, MARKETABILITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR CONDITION OF, OR THE INCOME (IF ANY) TO BE DERIVED FROM, THE REAL PROPERTY OR THE SUBJECT PROPERTY, WHETHER EXPRESS OR IMPLIED OR BY OPERATION OF LAW, BY ANY PERSON, INCLUDING THE ASSIGNOR OR ANY PREDECESSORS-IN-INTEREST OR AFFILIATES NONE OF THE ASSIGNOR, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS; (II) THE ASSIGNOR SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE REAL PROPERTY OR THE SUBJECT PROPERTY OR WITH RESPECT TO THE LEGALITY, VALIDITY, EFFECTIVENESS, ADEQUACY OR ENFORCEABILITY OF ANY RELATED AGREEMENTS OR OTHER DOCUMENTS RELATING THERETO OR FOR THE PERFORMANCE AND OBSERVANCE BY THE PARTIES TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS STARWOOD ENTITIES OR ANY OTHER PERSON OF MAKES ANY OF ITS OBLIGATIONS PURSUANT TO ANY RELATED AGREEMENTS REPRESENTATION OR OTHER DOCUMENTS OR WARRANTY WITH RESPECT TO ANY OTHER MATTER WHATSOEVER RELATING INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE IN CONNECTION WITH THE DISTRIBUTION, OR EXECUTION, DELIVERY OR FILING OF THIS AGREEMENT, THE MERGER AGREEMENT OR ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. (b) EXCEPT TO THE REAL PROPERTY EXTENT OTHERWISE EXPRESSLY PROVIDED IN THE MERGER AGREEMENT OR ANY ANCILLARY AGREEMENT, STARWOOD (ON BEHALF OF ITSELF AND MEMBERS OF THE STARWOOD GROUP) ACKNOWLEDGES THAT NEITHER VISTANA NOR ANY MEMBER OF THE VISTANA GROUP MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY HEREIN AS TO ANY MATTER WHATSOEVER, INCLUDING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO: (A) THE CONDITION OR THE VALUE OF ANY STARWOOD ASSET, THE STARWOOD BUSINESS OR THE AMOUNT OF ANY STARWOOD LIABILITY; (B) THE FREEDOM FROM ANY LIEN OF ANY STARWOOD ASSET; (C) THE ABSENCE OF DEFENSES OR FREEDOM FROM COUNTERCLAIMS WITH RESPECT TO ANY CLAIM TO BE TRANSFERRED TO OR ASSUMED BY STARWOOD OR HELD BY A MEMBER OF THE STARWOOD GROUP; OR (D) ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR TITLE. EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THE MERGER AGREEMENT OR ANY ANCILLARY AGREEMENT, STARWOOD (ON BEHALF OF ITSELF AND MEMBERS OF THE STARWOOD GROUP) FURTHER ACKNOWLEDGES THAT ALL OTHER WARRANTIES THAT VISTANA OR ANY MEMBER OF THE VISTANA GROUP GAVE OR MIGHT HAVE GIVEN, OR WHICH MIGHT BE PROVIDED OR IMPLIED BY APPLICABLE LAW OR COMMERCIAL PRACTICE, ARE HEREBY EXPRESSLY EXCLUDED. EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THE MERGER AGREEMENT OR ANY ANCILLARY AGREEMENT, ALL ASSETS, BUSINESSES AND LIABILITIES TO BE TRANSFERRED TO OR ASSUMED BY STARWOOD SHALL BE TRANSFERRED WITHOUT ANY COVENANT, REPRESENTATION OR WARRANTY (WHETHER EXPRESS OR IMPLIED), AND ALL OF THE ASSETS, BUSINESSES AND LIABILITIES HELD BY THE STARWOOD ENTITIES ARE HELD, “AS IS, WHERE IS,” AND, FROM AND AFTER THE EFFECTIVE TIME, STARWOOD SHALL BEAR THE ECONOMIC AND LEGAL RISK THAT ANY SUCH TRANSFER OR ASSUMPTION SHALL PROVE TO BE INSUFFICIENT TO VEST IN STARWOOD GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY LIEN OR ANY NECESSARY CONSENTS THAT ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS ARE NOT COMPLIED WITH (BUT SUBJECT PROPERTYTO COMPLIANCE BY VISTANA WITH ITS OBLIGATIONS IN SECTIONS 2.1 AND 2.2), INCLUDING WITHOUT LIMITATIONAND NONE OF THE VISTANA ENTITIES OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY INFORMATION, as to (a) environmental matters relating to the Real Property or the Subject PropertyDOCUMENTS OR MATERIAL MADE AVAILABLE IN CONNECTION WITH THE DISTRIBUTION, includingOR EXECUTION, without limitationDELIVERY OR FILING OF THIS AGREEMENT, the presence of any Environmental Hazard in, on, under and around the Real Property or other properties in the vicinity of the Real Property;THE MERGER AGREEMENT OR ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

No Representation or Warranty. ASSIGNEEEACH OF PARENT (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE PARENT GROUP) AND EACH OF HOLDCO, BY ITS EXECUTION NEWCO AND ACCEPTANCE ENERGY SUPPLY (EACH ON BEHALF OF DELIVERY ITSELF AND EACH OTHER MEMBER OF THIS ASSIGNMENT, ACKNOWLEDGES THE ENERGY SUPPLY GROUP) UNDERSTANDS AND AGREES THAT: (I) , EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN THE SUBJECT PROPERTY TRANSACTION AGREEMENT OR IN ANY ANCILLARY AGREEMENT, NO PARTY TO THIS AGREEMENT, THE TRANSACTION AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, THE TRANSACTION AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, IS CONVEYED AND ASSIGNED TO THE ASSIGNEE “AS IS” AND “WITH ALL FAULTS,” WITHOUT REPRESENTING OR WARRANTING IN ANY REPRESENTATION, WARRANTY OR GUARANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, (A) WAY AS TO THE OWNERSHIP ASSETS, BUSINESSES OR LIABILITIES CONVEYED, CONTRIBUTED, TRANSFERRED, DISTRIBUTED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR STATE OR CONDITION ANY OTHER MATTER CONCERNING, ANY ASSETS OF TITLE TO, THE REAL PROPERTY OR THE SUBJECT PROPERTYSUCH PARTY, OR AS TO THE PRESENCE OR ABSENCE OF ANY LIENS DEFENSES OR ENCUMBRANCES THEREON, AND ANY COVENANTS RIGHT OF SETOFF OR WARRANTIES OF TITLE THAT MIGHT OTHERWISE ARISE OR BE IMPLIED BY COMMON LAW, STATUTE OR OTHERWISE ARE EXPRESSLY DISCLAIMED AND NEGATED, OR (B) AS TO THE VALUE, MARKETABILITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR CONDITION OF, OR THE INCOME (IF ANY) TO BE DERIVED FROM, THE REAL PROPERTY OR THE SUBJECT PROPERTY, WHETHER EXPRESS OR IMPLIED OR BY OPERATION OF LAW, BY ANY PERSON, INCLUDING THE ASSIGNOR OR ANY PREDECESSORS-IN-INTEREST OR AFFILIATES OF THE ASSIGNOR, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS; (II) THE ASSIGNOR SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE REAL PROPERTY OR THE SUBJECT PROPERTY OR WITH RESPECT TO THE LEGALITY, VALIDITY, EFFECTIVENESS, ADEQUACY OR ENFORCEABILITY OF ANY RELATED AGREEMENTS OR OTHER DOCUMENTS RELATING THERETO OR FOR THE PERFORMANCE AND OBSERVANCE BY THE PARTIES TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR ANY OTHER PERSON OF ANY OF ITS OBLIGATIONS PURSUANT TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY OTHER MATTER WHATSOEVER RELATING ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, DISTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, IN THE TRANSACTION AGREEMENT OR IN ANY ANCILLARY AGREEMENT, (A) ALL ASSETS AND LIABILITIES ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY OR REAL PROPERTY RIGHT, BY MEANS OF A DEED OR CONVEYANCE WITHOUT WARRANTY AS TO TITLE OR OTHERWISE) AND (B) THE SUBJECT PROPERTYRESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (1) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, INCLUDING WITHOUT LIMITATIONFREE AND CLEAR OF ANY SECURITY INTEREST AND (2) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH. FOR THE AVOIDANCE OF DOUBT, as to (a) environmental matters relating to the Real Property or the Subject PropertyTHIS SECTION 2.07 SHALL HAVE NO EFFECT ON ANY REPRESENTATION OR WARRANTY MADE HEREIN, includingIN THE TRANSACTION AGREEMENT OR IN ANY ANCILLARY AGREEMENT AND NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, without limitation, the presence of any Environmental Hazard in, on, under and around the Real Property or other properties in the vicinity of the Real Property;NOTHING HEREIN SHALL LIMIT ANY CLAIM BY ANY OF THE PARTIES RELATING TO OR ARISING FROM FRAUD.

No Representation or Warranty. ASSIGNEE, BY ITS EXECUTION AND ACCEPTANCE OF DELIVERY OF THIS ASSIGNMENT, ACKNOWLEDGES AND AGREES THAT: (I) THE SUBJECT PROPERTY IS CONVEYED AND ASSIGNED EXCEPT TO THE ASSIGNEE “EXTENT OTHERWISE PROVIDED FOR IN THIS AGREEMENT OR IN THE MERGER AGREEMENT, SPINCO (ON BEHALF OF ITSELF AND MEMBERS OF THE SPINCO GROUP) ACKNOWLEDGES THAT NONE OF PARENT NOR ANY MEMBER OF THE PARENT GROUP MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY HEREIN AS IS” AND “WITH ALL FAULTS,” WITHOUT TO ANY REPRESENTATION, WARRANTY OR GUARANTY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, INCLUDING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO: (A) AS TO THE OWNERSHIP OF, OR STATE OR CONDITION OF TITLE TO, THE REAL PROPERTY OR THE SUBJECT PROPERTY, VALUE OF ANY SPINCO ASSET OR THE PRESENCE OR ABSENCE AMOUNT OF ANY LIENS OR ENCUMBRANCES THEREON, AND ANY COVENANTS OR WARRANTIES OF TITLE THAT MIGHT OTHERWISE ARISE OR BE IMPLIED BY COMMON LAW, STATUTE OR OTHERWISE ARE EXPRESSLY DISCLAIMED AND NEGATED, OR SPINCO LIABILITY; (B) AS TO THE VALUE, MARKETABILITY, MERCHANTABILITY, FITNESS FOR FREEDOM FROM ANY PARTICULAR PURPOSE, OR CONDITION OF, OR THE INCOME (IF ANY) TO BE DERIVED FROM, THE REAL PROPERTY OR THE SUBJECT PROPERTY, WHETHER EXPRESS OR IMPLIED OR BY OPERATION SECURITY INTEREST OF LAW, BY ANY PERSON, INCLUDING THE ASSIGNOR OR ANY PREDECESSORS-IN-INTEREST OR AFFILIATES OF THE ASSIGNOR, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORSSPINCO ASSET; (IIC) THE ASSIGNOR SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY ABSENCE OF DEFENSES OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE REAL PROPERTY OR THE SUBJECT PROPERTY OR WITH RESPECT TO THE LEGALITY, VALIDITY, EFFECTIVENESS, ADEQUACY OR ENFORCEABILITY OF ANY RELATED AGREEMENTS OR OTHER DOCUMENTS RELATING THERETO OR FOR THE PERFORMANCE AND OBSERVANCE BY THE PARTIES TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR ANY OTHER PERSON OF ANY OF ITS OBLIGATIONS PURSUANT TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR FREEDOM FROM COUNTERCLAIMS WITH RESPECT TO ANY OTHER MATTER WHATSOEVER RELATING CLAIM TO BE CONVEYED TO SPINCO OR HELD BY A MEMBER OF THE SPINCO GROUP; OR (D) ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR TITLE. EXCEPT TO THE REAL PROPERTY EXTENT OTHERWISE PROVIDED FOR IN THIS AGREEMENT OR IN THE SUBJECT PROPERTYMERGER AGREEMENT, INCLUDING SPINCO (ON BEHALF OF ITSELF AND MEMBERS OF THE SPINCO GROUP) FURTHER ACKNOWLEDGES THAT ALL OTHER WARRANTIES THAT PARENT OR ANY MEMBER OF THE PARENT GROUP GAVE OR MIGHT HAVE GIVEN, OR WHICH MIGHT BE PROVIDED OR IMPLIED BY APPLICABLE LAW OR COMMERCIAL PRACTICE, ARE HEREBY EXPRESSLY EXCLUDED. EXCEPT TO THE EXTENT OTHERWISE PROVIDED FOR IN THIS AGREEMENT OR IN THE MERGER AGREEMENT, ALL ASSETS TO BE TRANSFERRED TO SPINCO (AND ALL OF THE SPINCO ASSETS HELD BY THE SPINCO ENTITIES) WILL BE TRANSFERRED WITHOUT LIMITATIONANY COVENANT, as to REPRESENTATION OR WARRANTY (aWHETHER EXPRESS OR IMPLIED) environmental matters relating to the Real Property or the Subject PropertyAND ARE HELD “AS IS, includingWHERE IS” AND FROM AND AFTER THE CLOSING SPINCO WILL BEAR THE ECONOMIC AND LEGAL RISK THAT ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN SPINCO GOOD AND MARKETABLE TITLE, without limitation, the presence of any Environmental Hazard in, on, under and around the Real Property or other properties in the vicinity of the Real Property;FREE AND CLEAR OF ANY SECURITY INTEREST OR ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS THAT ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS ARE NOT COMPLIED WITH.

No Representation or Warranty. ASSIGNEE, BY ITS EXECUTION AND ACCEPTANCE OF DELIVERY OF THIS ASSIGNMENT, ACKNOWLEDGES AND AGREES THAT: (I) THE SUBJECT PROPERTY IS CONVEYED AND ASSIGNED EXCEPT TO THE ASSIGNEE “EXTENT OTHERWISE PROVIDED FOR IN THIS AGREEMENT, THE PURCHASE AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, NEWCO ACKNOWLEDGES THAT NONE OF SASOL CHEMICALS NOR ANY MEMBER OF THE SASOL GROUP MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY HEREIN AS IS” AND “WITH ALL FAULTS,” WITHOUT TO ANY REPRESENTATION, WARRANTY OR GUARANTY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, INCLUDING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO: (A) AS TO THE OWNERSHIP OF, OR STATE OR CONDITION OF TITLE TO, THE REAL PROPERTY OR THE SUBJECT PROPERTY, VALUE OF ANY TRANSFERRED ASSET OR THE PRESENCE OR ABSENCE AMOUNT OF ANY LIENS OR ENCUMBRANCES THEREON, AND ANY COVENANTS OR WARRANTIES OF TITLE THAT MIGHT OTHERWISE ARISE OR BE IMPLIED BY COMMON LAW, STATUTE OR OTHERWISE ARE EXPRESSLY DISCLAIMED AND NEGATED, OR ASSUMED LIABILITY; (B) AS TO THE VALUE, MARKETABILITY, MERCHANTABILITY, FITNESS FOR FREEDOM FROM ANY PARTICULAR PURPOSE, OR CONDITION OF, OR THE INCOME (IF ANY) TO BE DERIVED FROM, THE REAL PROPERTY OR THE SUBJECT PROPERTY, WHETHER EXPRESS OR IMPLIED OR BY OPERATION SECURITY INTEREST OF LAW, BY ANY PERSON, INCLUDING THE ASSIGNOR OR ANY PREDECESSORS-IN-INTEREST OR AFFILIATES OF THE ASSIGNOR, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORSTRANSFERRED ASSET; (IIC) THE ASSIGNOR SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY ABSENCE OF DEFENSES OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE REAL PROPERTY OR THE SUBJECT PROPERTY OR WITH RESPECT TO THE LEGALITY, VALIDITY, EFFECTIVENESS, ADEQUACY OR ENFORCEABILITY OF ANY RELATED AGREEMENTS OR OTHER DOCUMENTS RELATING THERETO OR FOR THE PERFORMANCE AND OBSERVANCE BY THE PARTIES TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR ANY OTHER PERSON OF ANY OF ITS OBLIGATIONS PURSUANT TO ANY RELATED AGREEMENTS OR OTHER DOCUMENTS OR FREEDOM FROM COUNTERCLAIMS WITH RESPECT TO ANY OTHER MATTER WHATSOEVER RELATING CLAIM TO BE CONVEYED TO NEWCO; (D) NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY OF ANY PERSON; OR (E) ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR TITLE. EXCEPT TO THE REAL PROPERTY EXTENT OTHERWISE PROVIDED FOR IN THIS AGREEMENT, THE PURCHASE AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, NEWCO FURTHER ACKNOWLEDGES THAT ALL OTHER WARRANTIES THAT SASOL CHEMICALS OR ANY MEMBER OF THE SUBJECT PROPERTYSASOL GROUP GAVE OR MIGHT HAVE GIVEN, INCLUDING OR WHICH MIGHT BE PROVIDED OR IMPLIED BY APPLICABLE LAW OR COMMERCIAL PRACTICE, ARE HEREBY EXPRESSLY EXCLUDED. EXCEPT TO THE EXTENT OTHERWISE PROVIDED FOR IN THIS AGREEMENT, THE PURCHASE AGREEMENT OR ANY TRANSACTION DOCUMENT, ALL ASSETS TO BE TRANSFERRED TO NEWCO AS PART OF THE REORGANIZATION SHALL BE TRANSFERRED WITHOUT LIMITATIONANY COVENANT, as to REPRESENTATION OR WARRANTY (aWHETHER EXPRESS OR IMPLIED) environmental matters relating to the Real Property or the Subject PropertyAND ARE HELD “AS IS, including, without limitation, the presence of any Environmental Hazard in, on, under and around the Real Property or other properties in the vicinity of the Real Property;WHERE IS.”