Common use of Condition of the Business Clause in Contracts

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Seller is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller in Article V hereof (as modified by the Seller Schedules as supplemented or amended), and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article V hereof (as modified by the Seller Schedules as supplemented or amended). Purchaser further represents that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not expressly set forth in this Agreement and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Seller, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller relating to the Business or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Seller is Sellers are not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller Sellers in Article V III hereof (as modified by the Seller Schedules as supplemented or amendedSellers’ Disclosure Schedule), and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller Sellers set forth in Article V III hereof (as modified by the Seller Schedules Sellers’ Disclosure Schedule hereto as supplemented or amended). Purchaser further represents that neither Seller Sellers nor any of its their Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller, the Purchased AssetsSellers or any of their Affiliates, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not expressly set forth in this Agreement Agreement, and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of SellerSellers, any of its their Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller Sellers relating to the Business or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Agreement Purchaser has relied on the results of its own independent investigation.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges Parent and agrees Merger Sub acknowledge that Seller neither the Company nor any of its Affiliates nor any other Person is making, and Parent and Merger Sub have not making been induced by and have not relied upon, any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller the Company in Article V hereof (as modified by the Seller Disclosure Schedules as supplemented or amended), and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article V hereof (as modified by the Seller Schedules as supplemented or amendedhereto). Purchaser Parent and Merger Sub further represents acknowledge that neither Seller (a) none of the Company, nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information regarding the Company or any of its Subsidiaries, or the transactions contemplated by this Agreement not expressly set forth in this Agreement Agreement, and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that to the extent permitted by applicable Law, none of Sellerthe Company, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser Parent or any other Person resulting from the distribution to Purchaser Parent or its representatives or PurchaserParent’s use of, any such information, including any confidential memoranda distributed on behalf of Seller the Company relating to the Business Company or any of its Subsidiaries or other publications or data room information provided to Purchaser Parent or its representatives, or any other document or information in any form provided to Purchaser Parent or its representatives in connection with the sale of the Business Company and its Subsidiaries and the transactions contemplated hereby, except as and only to the extent set forth herein and (b) none of the Company, nor any of its Affiliates nor any other Person makes, will make or has made any representation or warranty, express or implied, as to the prospects of the Company or any of its Subsidiaries or their profitability for Parent or Merger Sub, or with respect to any forecasts, projections or business plans made available to Parent and Merger Sub (or their respective Affiliates, or any of their respective officers, directors, employees, agents or representatives) in connection with Parent’s and Merger Sub’s review of the Company and its Subsidiaries. Purchaser acknowledges that it has conducted Parent and Merger Sub are knowledgeable about the industry in which the Company operates and the Laws applicable to its satisfactionthe Company’s business and operations, its own independent and are experienced in the acquisition and management of businesses. Parent and Merger Sub have been afforded reasonable access to the books and records, facilities and personnel of the Company for purposes of conducting a due diligence investigation of the Business andCompany and its Subsidiaries. Parent and Merger Sub have conducted a reasonable due diligence investigation of the Company and its Subsidiaries. Notwithstanding anything to the contrary in this Section 6.8, nothing in making the determination to proceed with the transactions contemplated by this AgreementAgreement shall waive, Purchaser has relied on the results release or otherwise excuse any claims against or liability of its own independent investigationany Person for fraud.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser Buyer acknowledges and agrees that Seller neither the Company, the Equity Holders, nor any other Person is not making any representations or warranties whatsoever, express or implied, at law or in equity, beyond those expressly given by Seller the Company in Article V hereof ‎Article III (as modified by the Seller Schedules as supplemented or amendedSchedules), and Purchaser any representations or warranties other than those set forth in ‎Article III (as modified by the Schedules) are hereby disclaimed. Buyer hereby acknowledges and agrees to such disclaimer of any representations or warranties beyond those expressly given by the Company in ‎Article III (as modified by the Schedules). Buyer acknowledges and agrees that, except for the representations and warranties contained thereinin Article III (as modified by the Schedules), the Purchased Assets assets and the Business business of the Company and the Subsidiaries are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach Buyer further acknowledges that none of representation the Company or warranty shall be based solely on the representations and warranties of Seller set forth in Article V hereof (as modified by the Seller Schedules as supplemented or amended). Purchaser further represents that neither Seller nor any of its Affiliates (including the Subsidiaries), the Equity Holders, nor any other Person has made or is making any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information information, data, or statement regarding the Company or any of the Subsidiaries or the Transactions, including in respect of the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, not expressly set forth in this Agreement and neither Purchaser nor ‎Article III (as modified by the Schedules) none of the Company or any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Seller(including the Subsidiaries), any of its Affiliates the Equity Holders, or any other Person will have or be subject to any objection or liability to Purchaser Buyer or the Company following the Closing or any other Person resulting from the distribution to Purchaser Buyer or the Company following the Closing or its representatives or PurchaserBuyer’s or the Company’s, following the Closing, use of, any such information, including any confidential memoranda distributed on behalf of Seller the Company or any Equity Holder relating to the Business Company, any of the Subsidiaries, or any Equity Holder or other publications or data room information provided to Purchaser Buyer or its representatives, or any other document or information in any form provided to Purchaser Buyer or its representatives in connection with the sale of the Business Agreement and the transactions contemplated herebyother Transactions. Purchaser Buyer acknowledges and agrees that it has conducted to its satisfaction, its own independent investigation of the Business condition, operations and business of the Company and the Subsidiaries and, in making the its determination to proceed with the transactions contemplated by this AgreementTransaction, Purchaser Buyer has relied on the results of its own independent investigation. Buyer acknowledges that it is an informed and sophisticated Person, and has engaged advisors experienced in the evaluation and purchase of companies such as the Company and the Subsidiaries as contemplated hereunder.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges Buyer, LP Holdings and agrees Merger Sub acknowledge and agree that Seller the Company is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller the Company in Article V hereof 2 (as modified by the Seller Schedules as supplemented or amendedCompany Disclosure Schedule), and Purchaser acknowledges Buyer, LP Holdings and agrees Merger Sub acknowledge and agree that, except for the representations and warranties contained therein, the Purchased Assets assets and the Business of the Company are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser Buyer, LP Holdings or Merger Sub may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller the Company set forth in Article V hereof 2 (as modified by the Seller Schedules as supplemented or amendedCompany Disclosure Schedule). Purchaser Buyer, LP Holdings and Merger Sub further represents represent that neither Seller nor none of the Company or any of its Affiliates nor any other Person has made made, and each of Buyer, LP 37 NY\7370590.17 Holdings and Merger Sub has not relied upon, any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information regarding the Company or the transactions contemplated by this Agreement not expressly set forth in this Agreement and neither Purchaser nor each of Buyer, LP Holdings and Merger Sub hereby expressly disclaim any of its Affiliates has relied reliance on any such express representations or implied representation or warrantywarranties other than those expressly set forth in Article 2. Purchaser further agrees Buyer, LP Holdings and Merger Sub hereby acknowledge and agree that none of Sellerthe Company, any Company Securityholder, any of its their respective Affiliates or any other Person will have or be subject to any liability to Purchaser Buyer, LP Holdings, Merger Sub or any other Person resulting from the distribution to Purchaser Buyer, LP Holdings, Merger Sub or its their representatives or PurchaserBuyer’s, LP Holdings’ or Merger Sub’s use of, any such information, including any confidential memoranda distributed on behalf of Seller the Company relating to the Business Company or other publications or data room information provided to Purchaser Buyer, LP Holdings, Merger Sub or its their respective representatives, or any other document or information in any form provided to Purchaser Buyer, LP Holdings, Merger Sub or its their representatives in connection with the sale of the Business Company and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Seller is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller in Article V hereof (as modified by the Seller Schedules hereto as supplemented or amended), and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article V hereof (as modified by the Seller Schedules hereto as supplemented or amended). Purchaser further represents that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not expressly set forth in this Agreement Agreement, and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Seller, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller relating to the Business or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser each of Buyers and Guarantor acknowledges and agrees that Seller is Sellers are not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller Sellers in Article V hereof Section 3 (as amended, supplemented and modified by the Seller Schedules as supplemented or amendedDisclosed Materials), and Purchaser each of Buyers and Guarantor acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Acquired Assets and the Acquired Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations Each Buyer and warranties of Seller set forth in Article V hereof (as modified by the Seller Schedules as supplemented or amended). Purchaser Guarantor further represents that neither Seller Sellers nor any of its their Affiliates nor any other Person has made made, and neither Buyer nor Guarantor is relying upon, any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding SellerSellers, the Purchased AssetsTarget Companies, Tiwest, the Tiwest Joint Venture, the Acquired Business, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not expressly set forth in this Agreement Agreement, and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of SellerSellers, any of its their Affiliates or any other Person will have or be subject to any liability to Purchaser either Buyer, Guarantor or any other Person resulting from the distribution to Purchaser either Buyer, Guarantor or its representatives any of their respective Representatives or Purchasereither Buyer’s or Guarantor’s use of, any such information, including any confidential memoranda distributed on behalf of Seller Sellers relating to the Business Business, the Target Companies, Tiwest, the Tiwest Joint Venture, the information made available to either Buyer in the Data Room or any other publications or data room information provided to Purchaser either Buyer, Guarantor or its representativesany of their respective Representatives, or any other document or information in any form provided to Purchaser either Buyer, Guarantor or its representatives any of their respective Representatives in connection with the sale of the Acquired Business and the Target Interests and the other transactions contemplated hereby. Purchaser Each of Buyers and Guarantor represents that it is a sophisticated entity that was advised by knowledgeable counsel and financial and other advisors and hereby acknowledges that it has conducted to its satisfaction, its own independent investigation and analysis of the Business (including its financial condition), the Target Companies, Tiwest or the Tiwest Joint Venture, the Acquired Assets and the Assumed Liabilities and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser each of Buyers and Guarantor has relied solely on the results of its own independent investigationinvestigation and the express representations and warranties set forth in this Agreement.

Condition of the Business. (a) Notwithstanding anything contained The Purchaser and its representatives and agents have had and exercised, prior to the date hereof, the right to enter upon the SMR Properties and to make all inspections and investigations of the Business deemed necessary or desirable by the Purchaser. The Purchaser is not purchasing the Securities based on any representation or warranty of the Sellers not expressly set forth in this Agreement Agreement. In light of these inspections and investigations, the Purchaser is relinquishing any right to the contrary, Purchaser acknowledges and agrees that Seller is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller in Article V hereof (as modified by the Seller Schedules as supplemented or amended), and Purchaser acknowledges and agrees that, except for the claim based on any representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basisother than those specifically included in this Agreement. Any claims the Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article V hereof (as modified by the Seller Schedules as supplemented or amended). Purchaser further represents that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not expressly set forth in this Agreement Agreement. All representations and neither warranties implied or arising under statute or otherwise (other than the representations and warranties set forth in this Agreement) hereby are waived by the Purchaser. In particular, the Sellers make no representation or warranty to the Purchaser nor with respect to any of its Affiliates has relied on offering memoranda or financial projection or forecast relating to the SMR Companies. With respect to any such express projection or implied representation forecast delivered by or warranty. Purchaser further agrees that none of Seller, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller relating the Sellers to the Business or other publications or data room information provided to Purchaser or its representativesPurchaser, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) it has conducted to its satisfactionis familiar with such uncertainties, (iii) it is taking full responsibility for making its own independent investigation evaluation of the Business and, adequacy and accuracy of all such projections and forecasts so furnished to it and (iv) it shall have no claim against any of the Sellers with respect thereto. Nothing contained in making this Section 4.7 or any investigation or inspection by the determination Purchaser shall in any way limit the ability of the Purchaser to proceed with rely upon the transactions contemplated representations and warranties made by the Sellers in this Agreement, Purchaser has relied on subject to the results terms and conditions of its own independent investigationthis Agreement.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Seller is Sellers are not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller Sellers in Article V hereof (as modified by the Seller Schedules as supplemented or amendedhereto), and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, that the Purchased Assets and the Business are being transferred on a “"where is” " and, as to condition, “"as is” " basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article V hereof (as modified by the Seller Schedules as supplemented or amended). Purchaser further represents that neither Seller it nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller, or any of the Purchased AssetsSubsidiaries, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not expressly set forth in this Agreement Agreement, and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of SellerSellers, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s 's use of, any such information, including any confidential memoranda distributed on behalf of Seller Sellers relating to the Business or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation. The disclosure of any matter or item in any schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed.

Condition of the Business. (a) Notwithstanding anything contained in this ------------------------- Agreement to the contrary, Purchaser acknowledges and agrees that Seller is Sellers are not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller Sellers in Article V hereof (as modified by the Seller --------- Schedules as supplemented or amendedhereto), and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “"where is” " and, as to condition, “"as is” " basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller Sellers set forth in Article V hereof (as modified by the Seller Schedules hereto as supplemented or --------- amended). Purchaser further represents that neither no Seller nor any of its their Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding any Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not expressly set forth in this Agreement Agreement, and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of SellerSellers, any of its their Affiliates or any other Person will have or be subject to any liability Liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s 's use of, any such information, including any confidential memoranda distributed on behalf of Seller Sellers relating to the Business or other publications publication or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation.

Condition of the Business. (a) Notwithstanding anything contained Each Purchaser and its Representatives are knowledgeable about the industries in this Agreement to which Seller operates and are experienced in the contrary, acquisition and management of similarly situated businesses. Each Purchaser acknowledges and agrees that Seller (i) it is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller in Article V hereof (as modified by purchasing the Seller Schedules as supplemented or amended), Purchased Assets based on the results of its own independent inspections and Purchaser acknowledges investigations and agrees that, except for the representations and warranties contained thereinof Seller expressly set forth in this Agreement, and not on any representation or warranty of Seller or any of its Affiliates not expressly set forth in this Agreement or the Ancillary Agreements and (ii) except as otherwise set forth in this Agreement or the Ancillary Agreements, the Purchased Assets are sold "as is, where is" and it accepts the Purchased Assets in the condition they are in and at the place where they are located on the Closing, subject to the terms and conditions hereof. In light of these inspections and investigations and the Business representations and warranties expressly made to Purchasers by Seller herein, Purchasers are being transferred relinquishing any right to any claim based on a “where is” andany representations and warranties other than those expressly set forth in this Agreement, as to condition, “as is” basisthe Ancillary Agreements and the certificates delivered pursuant hereto. Any claims Purchaser Purchasers may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article V hereof (as modified by the Seller Schedules as supplemented or amended). Purchaser further represents that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not Divesting Entities expressly set forth in this Agreement Agreement, the Ancillary Agreements and neither the certificates delivered pursuant hereto. ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR APPLICABLE FOREIGN LAWS), ARE HEREBY WAIVED BY EACH PURCHASER. Further, each Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further acknowledges and agrees that none of Sellerthat, any of its Affiliates or any other Person will have or be notwithstanding Section 2.1(a)(iii) but subject to any liability Section 7.3(a), it is Purchaser's responsibility to Purchaser or any other Person resulting from apply for its own Product Registrations to the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf relevant Governmental Authorities where it is not within the power of Seller relating or the applicable Divesting Entity to directly transfer the Business existing Product Registrations (or other publications or data room information provided currently pending applications therefore) directly to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigationsuch Purchaser.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Seller is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller in Article ARTICLE V hereof (as modified by the Seller Schedules hereto as supplemented or amended), and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article ARTICLE V hereof (as modified by the Seller Schedules hereto as supplemented or amended). Purchaser further represents that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not expressly set forth in this Agreement Agreement, and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Seller, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller relating to the Business or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, each Purchaser acknowledges and agrees that Seller neither the Company nor the Stockholder is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller the Company and the Stockholder, as the case may be, in Article V hereof and Article VI, respectively (as modified by the Seller Schedules hereto as supplemented or amended), and each Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets assets and the Business are business of the Company is being transferred on a “where is” and, as to condition, “as is” basis. Any claims either Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller the Company or the Stockholder set forth in Article V hereof or Article VI, respectively (as modified by the Seller Schedules hereto as supplemented or amended). Each Purchaser further represents that neither Seller nor none of the Company, any Stockholder or any of its their respective Affiliates nor any other Person has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information regarding the Company or the Stockholder, or the transactions contemplated by this Agreement not expressly set forth in this Agreement Agreement, and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Sellerthe Company, the Stockholder, any of its their respective Affiliates or any other Person will have or be subject to any liability Liability to either Purchaser or any other Person resulting from the distribution to either Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller the Company relating to the Business Company or other publications or data room information provided to either Purchaser or its representatives, or any other document or information in any form provided to either Purchaser or its representatives in connection with the sale of the Business Company and the transactions contemplated hereby. Each Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business condition, operations and business of the Company and, in making the its determination to proceed with the transactions contemplated by this Agreement, each Purchaser has relied on the results of its own independent investigation.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Seller neither the Companies, the Sellers, nor any of their respective directors, officers, employees, Affiliates, stockholders, partners, members, managers, accountants, legal counsel, agents or other representatives (or any Affiliate of any of the foregoing) or any other Person on behalf of any of the foregoing is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Holdings and the Sellers or the Seller Representative, as the case may be, in Article V hereof and Article VI and in any of the Holdings Documents and Seller Documents, respectively (as modified by the Seller Schedules as supplemented or amendedDisclosure Schedule), and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets assets and the Business businesses of the Companies are being transferred on a “where is” and, as to condition, “as is” basis. Any Except for instances of fraud, any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Holdings or the Sellers or the Seller Representative, as applicable, set forth in Article V hereof or Article VI of this Agreement, respectively (as modified by the Disclosure Schedule) or in any of the Holdings Documents or Seller Schedules as supplemented or amended)Documents, respectively. Purchaser further represents that neither Seller nor any that, except for instances of its Affiliates nor any other Person has made any representation or warranty, express or implied, regarding Seller, fraud and with respect to the Purchased Assets, the Business representations and warranties of Holdings or the transactions contemplated by this Agreement Sellers or the Seller Representative, as to the accuracy or completeness of any information not expressly applicable, set forth in Article V or Article VI of this Agreement and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that Agreement, respectively (as modified by the Disclosure Schedule), none of Sellerthe Companies, the Sellers, any of its Affiliates their respective directors, officers, employees, Affiliates, stockholders, partners, members, managers, accountants, legal counsel, agents or other representatives (or any Affiliate of any of the foregoing) or any other Person will have or be subject to any liability to Purchaser or any other Person of its Affiliates directly resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed by or on behalf of Seller the Companies or Sellers relating to the Business Companies or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and Companies or the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business condition, operations and business of the Companies and, in making the its determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation. Notwithstanding anything to the contrary in the foregoing, nothing in this Section 7.9 is intended to limit or modify the representations and warranties of Holdings set forth in Article V of this Agreement or in any of the Holdings Documents or the representations and warranties of the Sellers or the Seller Representative, as applicable, set forth in Article VI of this Agreement or in any of the Seller Documents.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser The Buyer acknowledges and agrees that Seller is (a) the Company and its Affiliates have not made and are not making any representations or warranties whatsoever, express or implied, at Law or in equity, beyond those expressly given by Seller the Company in Article V hereof ARTICLE III (as modified by the Seller Schedules as supplemented or amendedDisclosure Schedules), and Purchaser acknowledges and agrees thator any 60 Ancillary Agreements, (b) except for the representations and warranties of the Company expressly contained thereinin ARTICLE III (as modified by the Disclosure Schedules) or any Ancillary Agreement, the Purchased Assets Sold Assets, the Shares and the Business are being transferred on a “where is” and, as to condition, “as is” basis, and (c) no officer, director, employee, agent or Representative of the Company or any of its Affiliates has any authority, express or implied, to make any representations or warranties not specifically set forth in ARTICLE III (as modified by the Disclosure Schedules) or any Ancillary Agreement. Except for the representations and warranties of the Company expressly contained in ARTICLE III (as modified by the Disclosure Schedules) or any Ancillary Agreement, (x) the Buyer specifically disclaims, for itself and on behalf of its Affiliates, that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company has specifically disclaimed and does hereby specifically disclaim any such other representation or warranty made by any Person, (y) the Buyer specifically disclaims, for itself and on behalf of its Affiliates, any obligation or duty by the Company to make any disclosures of facts not required to be disclosed pursuant to this Agreement (including the specific representations and warranties set forth in ARTICLE III) (as modified by the Disclosure Schedules) or any Ancillary Agreement, and (z) the Buyer is executing and delivering this Agreement and consummating the transactions contemplated hereby subject only to the specific representations and warranties set forth in ARTICLE III, the Local Purchase Agreements and the other Ancillary Agreements (including the officer’s certificate contemplated by Section 7.3 and the items and calculations set forth in the Pre-Closing Statement) as further limited by the specifically bargained‑for exclusive remedies as set forth in this Agreement, the Local Purchase Agreements and the other Ancillary Agreements. Any claims Purchaser the Buyer may have for breach of representation or warranty shall will be based solely on the representations and warranties of Seller the Company expressly set forth in Article V hereof ARTICLE III (as modified by the Seller Schedules as supplemented Disclosure Schedules) or amended)any Ancillary Agreement. Purchaser The Buyer further represents that neither Seller the Company nor any of its Affiliates Affiliates, nor any of their respective officers, directors, employees, agents or Representatives nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller, any of the Purchased AssetsCompany, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not expressly set forth in this Agreement ARTICLE III (as modified by the Disclosure Schedules) or any Ancillary Agreement, and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Sellerthe Company, any of its Affiliates Affiliates, any of their respective officers, directors, employees, agents or Representatives or any other Person will have or be subject to any liability to Purchaser the Buyer, any Affiliate of the Buyer, any of their respective officers, directors, employees, agents or Representatives or any other Person resulting from the distribution to Purchaser the Buyer (or its representatives Affiliates) or Purchaserits Representatives, or the Buyer’s use of, any such information, including any confidential memoranda distributed on behalf of Seller the Company relating to the Business or other publications publications, projections, data room or virtual data room information provided to Purchaser the Buyer (or its representativesAffiliates) or its Representatives, or any other document or information in any form provided to Purchaser the Buyer (or its representatives Affiliates) or its Representatives, including management presentations, in connection with the sale of the Business Shares and the Sold Assets, the transactions contemplated herebyhereby and in respect of any other matter or thing whatsoever. Purchaser The Buyer acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser the Buyer has relied on the results of its own independent investigation. For avoidance of doubt and notwithstanding anything in this Agreement, the Local Purchase Agreements or the other Ancillary Agreements to the contrary, nothing in this Agreement, the Local Purchase Agreements and the other Ancillary Agreements will limit in any respect any claim of Buyer or its Affiliates with respect to Fraud.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, the Purchaser acknowledges and agrees that Seller is the Company, the Blocker Companies and the Sellers are not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller the Company, the Blocker Companies and the Sellers, as the case may be, in Article V hereof (as modified by this Agreement or in any of the Seller Schedules as supplemented or amended)Transaction Documents, and the Purchaser acknowledges and agrees that, except for the representations and warranties contained herein and therein, the Purchased Assets assets and the Business business of the Company, the Company Subsidiaries and the Blocker Companies are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article V hereof (as modified by the Seller Schedules as supplemented or amended). The Purchaser further represents that neither Seller nor none of the Company, the Blocker Companies, the Sellers, any of its their respective Affiliates nor any other Person has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information regarding the Company, the Company Subsidiaries, the Blocker Companies, the Sellers, or the transactions contemplated by this Agreement not expressly set forth in this Agreement and neither Purchaser nor or in any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that the Transaction Documents, and none of Sellerthe Company, the Company Subsidiaries, the Blocker Companies, the Sellers, any of its their respective Affiliates or nor any other Person will have or be subject to any liability Liability to the Purchaser or any other Person resulting from the distribution to the Purchaser or its representatives or the Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller the Company and the Company Subsidiaries relating to the Business Company and the Company Subsidiaries or other publications or data room information provided to the Purchaser or its representatives, or any other document or information in any form provided to the Purchaser or its representatives in connection with the sale of the Business Purchased Securities and the transactions contemplated hereby. The Purchaser further acknowledges that it has conducted to its satisfaction, its own independent investigation any projections provided by the Company are for illustrative purposes only and do not form the basis of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigationany Liability.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser Buyer acknowledges and agrees that none of the Company, the Seller or the Members is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller the Company and the Seller, as the case may be, in Article V hereof III and Article IV, respectively (as modified by the Seller Schedules hereto, as supplemented or amended), and Purchaser Buyer acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets assets and the Business business of the Company and the Company Subsidiaries are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser Buyer may have for breach of representation or warranty shall be based solely on the representations and warranties of the Company or the Seller set forth in Article V hereof III or Article IV, respectively (as modified by the Seller Schedules hereto as supplemented or amended). Purchaser Buyer further represents and warrants that neither none of the Company, the Seller nor or any of its their respective Affiliates nor any other Person has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information regarding the Company, any Company Subsidiary, the Seller, or the transactions contemplated by this Agreement not expressly set forth in this Agreement Agreement, and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of the Company, the Seller, any of its their respective Affiliates or any other Person will have or be subject to any liability to Purchaser Buyer or any other Person resulting from the distribution to Purchaser Buyer or its representatives or PurchaserBuyer’s use of, of any such information, including information included in (i) any confidential memoranda distributed on behalf of Seller the Company relating to the Business or Company and the Company Subsidiaries, (ii) other publications or data room information in the Dataroom provided to Purchaser Buyer or its representatives, or (iii) any other document or information in any form provided to Purchaser Buyer or its representatives in connection with the sale of the Business Company and the Company Subsidiaries and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making each case, except to the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigationextent expressly addressed in a representation or warranty set forth in Article III or IV.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser Buyer acknowledges and agrees that Seller is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller in Article V III hereof (as modified by the Seller Schedules hereto as supplemented or amended), and Purchaser Buyer acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets Company and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser Buyer may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article V 4 hereof (as modified by the Seller Schedules hereto as supplemented or amended). Purchaser Buyer further represents that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller, the Purchased AssetsCompany, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not expressly set forth in this Agreement Agreement, and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Seller, nor any of its Affiliates or any other Person will have or be subject to any liability to Purchaser Buyer or any other Person resulting from the distribution to Purchaser Buyer or its representatives Representatives or PurchaserBuyer’s use of, any such information, including any confidential memoranda distributed on behalf of Seller relating to the Company, the Business or other publications or data room information provided to Purchaser Buyer or its representativesRepresentatives, or any other document or information in any form provided to Purchaser Buyer or its representatives Representatives in connection with the sale of the Business Interests and the transactions contemplated herebyTransaction. Purchaser Buyer acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser Buyer has relied on the results of its own independent investigation.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Seller is Sellers are not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller the Sellers in Article V IV hereof (as modified by the Seller Schedules hereto as supplemented or amended), and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets Company and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller the Sellers set forth in Article V IV hereof (as modified by the Seller Schedules hereto as supplemented or amended). Purchaser further represents that neither Seller the Sellers nor any of its Affiliates their affiliates nor any other Person person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller, the Purchased AssetsCompany, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not expressly set forth in this Agreement Agreement, and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Sellerthe Sellers, any of its Affiliates their affiliates or any other Person person will have or be subject to any liability to Purchaser or any other Person person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller the Sellers relating to the Company, the Business or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business Interests and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to The Buyer and its Representatives have made all inspections and investigations of the contrary, Purchaser Business and the Purchased Shares deemed necessary or desirable by the Buyer. The Buyer acknowledges and agrees that Seller it is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller in Article V hereof (as modified by purchasing the Seller Schedules as supplemented or amended)Purchased Shares based on the results of its inspections and investigations, and Purchaser acknowledges and agrees thatnot on any representation or warranty of the Sellers or Holdco, except for or any of their Affiliates, not expressly set forth in this Agreement or the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basisother Transaction Documents. Any claims Purchaser the Buyer may have for breach of representation or warranty shall be based solely on the respective representations and warranties of Seller the Sellers or Holdco expressly set forth in Article V hereof this Agreement or the other Transaction Documents. ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (as modified by the Seller Schedules as supplemented or amendedOR SIMILAR APPLICABLE FOREIGN LAWS), ARE HEREBY WAIVED BY THE BUYER. Purchaser The Buyer further represents acknowledges that neither Seller nor Holdco, nor any of its Affiliates their Affiliates, nor any other Person has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information regarding the Sellers, Holdco, the Target, the Business or the Purchased Shares, including in any confidential memoranda distributed by or on behalf of the Sellers or Holdco relating to the Target, the Business or the Purchased Shares, or in any other publication, document or information provided to the Buyer or its Representatives in any “data room” or otherwise in connection with the Business or the sale of the Purchased Shares, not expressly set forth in this Agreement and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Seller, any of its Affiliates or any the other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller relating to the Business or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigationTransaction Documents.

Condition of the Business. (a) Notwithstanding anything contained Purchaser and its representatives and agents have made all inspections and investigations of the Business and the Purchased Assets deemed necessary or desirable by Purchaser. Purchaser is purchasing the Purchased Assets based solely on the results of its inspections and investigations, and not on any representation or warranty of VitalWorks not expressly set forth in this Agreement to the contrary, Purchaser acknowledges Agreement. In light of these inspections and agrees that Seller is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller in Article V hereof (as modified by the Seller Schedules as supplemented or amended), investigations and Purchaser acknowledges and agrees that, except for the representations and warranties contained thereinmade to Purchaser by VitalWorks in Article V hereof, Purchaser is relinquishing any right to any claim based on any representations and warranties other than those specifically included in this Agreement or in the Purchased Assets and certificate provided to the Business are being transferred on a “where is” and, as Purchaser pursuant to condition, “as is” basisSection 4.2(a). Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller VitalWorks set forth in Article V hereof this Agreement or in the certificate provided to the Purchaser pursuant to Section 4.2(a). EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL WARRANTIES OF HABITABILITY, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (as modified by the Seller Schedules as supplemented or amendedOR SIMILAR FOREIGN LAWS), ARE HEREBY WAIVED BY PURCHASER. Purchaser further represents that neither Seller nor any of its Affiliates VitalWorks nor any other Person has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information regarding, the Business, the Purchased Assets or the Assumed Liabilities not expressly set forth in this Agreement Agreement, and neither Purchaser VitalWorks nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Seller, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives representatives, or Purchaser’s 's use of, any such information, including any confidential memoranda distributed on behalf of Seller VitalWorks relating to the Business or other publications or data room information publication provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigationBusiness.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser NB Group acknowledges and agrees that Seller is Assignors are not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller Assignors in Article V hereof (as modified by this Agreement, the Seller Schedules as supplemented Ancillary Agreements or amended)any certificates given in connection with the Closings, and Purchaser NB Group acknowledges and agrees that, except for the representations and warranties contained herein and therein, the Purchased Transferred Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis. NB Group further represents that it is not relying on any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Assignors, the Business the Transferred Assets, the Assumed Liabilities or the transactions contemplated by this Agreement that was made by Assignors, any of their Affiliates or any other Person other than representations and warranties expressly set forth in this Agreement, the Ancillary Agreements or any certificates given in connection with the Closings. Any claims Purchaser NB Group may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article V hereof (as modified by the Seller Schedules as supplemented or amended). Purchaser further represents that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not expressly Assignors set forth in this Agreement and neither Purchaser nor Agreement, the Ancillary Agreements or any certificates given in connection with the Closings. None of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of SellerAssignors, any of its their respective Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person NB Group resulting from the distribution to Purchaser NB Group or its representatives Representatives or PurchaserNB Group’s use of, any such information, including any confidential memoranda distributed on behalf of Seller Assignors relating to the Business or other publications or data room information provided to Purchaser NB Group or its representatives, or any other document or information in any form provided to Purchaser NB Group or its representatives Representatives in connection with the sale transfer and assignment of the Business and the transactions contemplated herebyhereby except for the representations and warranties of Assignors set forth in this Agreement or the Ancillary Agreements or any certificates given in connection with the Closing. Purchaser NB Group acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser NB Group has relied on the results of its own independent investigationinvestigation and the representations and warranties of Assignors expressly set forth in this Agreement, the Ancillary Agreements and any certificates given in connection with the Closings.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Seller is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller in Article V hereof (as modified by the Seller Schedules hereto as supplemented or amended), and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article V hereof (as modified by the Seller Schedules hereto as supplemented or amended). Purchaser further represents that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller, the Purchased AssetsSeller or any of its Subsidiaries, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not expressly set forth in this Agreement Agreement, and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Seller, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller relating to the Business or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that none of Parent, any Seller or any Company (or any of their respective Affiliates or any other Person) is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller the Sellers in Article V hereof and Article VI (as modified by the Seller Schedules hereto as supplemented or amended), and Purchaser hereby: (i) acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Shares, the Acquired Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis, and (ii) expressly disclaims reliance on any representation or warranty not contained in this Agreement. Any Accordingly, any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller the Sellers set forth in Article V hereof and Article VI (as modified by the Seller Schedules hereto as supplemented or amended). Purchaser further represents that neither none of the Companies, any Seller nor or any of its their respective Affiliates nor any other Person has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information regarding the Shares, the Acquired Assets, the Business, the Companies, the Sellers or the transactions contemplated by this Agreement not expressly set forth in this Agreement Agreement, and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Sellerthe Companies or Sellers, any of its their respective Affiliates or any other Person will have or be subject to any liability Liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller the Sellers or the Companies relating to the Shares, the Acquired Assets or the Business or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Shares, the Acquired Assets and the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the condition, operations and business of the Shares, the Acquired Assets and the Business and, in making the its determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation. Notwithstanding anything contained in this Agreement, nothing contained in this Agreement will constitute a limitation or waiver of any Party’s ability to pursue any claims for fraud.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser Parent acknowledges and agrees that Seller it is not making relying upon, and will not rely upon, and neither the Company nor any Seller nor any other Person is making, any representations or warranties whatsoever, express or implied, at law or in equity, beyond those expressly given by Seller in Article V hereof II or Article III (as modified by the Seller Schedules as supplemented Schedules) or amended)in any Transaction Documents, and Purchaser any representations or warranties other than those set forth in Article II or Article III (as modified by the Schedules) or in any Transaction Documents are hereby disclaimed. Parent hereby acknowledges and agrees to such disclaimer of any representations or warranties beyond those expressly in Article II or Article III (as modified by the Schedules) or in any Transaction Documents. Without limiting the foregoing, Parent acknowledges and agrees that, except for the representations and warranties contained thereinin Article II or Article III (or in any Transaction Documents), the Purchased Assets assets and the Business business of the Acquired Companies are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have basis and specifically disclaims (i) any warranty as to merchantability or fitness for breach a particular purpose, (ii) the prospects of representation the business, and (iii) the probable success or warranty shall be based solely on the representations and warranties profitability of Seller set forth in Article V hereof (as modified by the Seller Schedules as supplemented or amended). Purchaser further represents that neither Seller nor any of its the Acquired Companies. Parent further acknowledges and agrees that it is not relying upon, and will not rely upon, and none of Sellers, the Company or any of their respective Affiliates nor any other Person has made or is making, any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business at law or the transactions contemplated by this Agreement or in equity as to the accuracy or completeness of any information not expressly set forth in this Agreement and neither Purchaser nor information, data, or statement regarding any of its Affiliates has relied on any such express the Acquired Companies or implied representation or warranty. Purchaser further agrees that none of Seller, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such informationContemplated Transactions, including in respect of the Acquired Companies, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any confidential memoranda distributed on behalf of Seller relating to the Business document, projection, material, statement, or other publications information (financial or data room information provided otherwise) furnished or made available to Purchaser or its representatives, or any other document or information in any form provided to Purchaser Parent or its representatives in connection with the sale of Contemplated Transactions, not expressly set forth in Article II or Article III (as modified by the Business Schedules) or in any Transaction Documents. Parent acknowledges and the transactions contemplated hereby. Purchaser acknowledges agrees that it has conducted to its satisfaction, its own independent investigation of the Business condition, operations and business of the Acquired Companies and, in making the its determination to proceed with the transactions contemplated by this AgreementContemplated Transactions, Purchaser Parent has relied on the results of its own independent investigation.investigation and the representations and warranties in Article II or Article III (as modified by the Schedules) and in any Transaction Documents. Parent acknowledges that it is an informed and sophisticated Person, and has engaged advisors experienced in the evaluation and purchase of companies such as the Acquired Companies as contemplated hereunder. Notwithstanding anything else to the contrary, nothing contained herein shall limit the ability of Parent to bring a claim or recover for Actual Fraud. [Signature lines are on the next page] SIGNATURE PAGE—AGREEMENT AND PLAN OF MERGER

Condition of the Business. (a) Notwithstanding anything contained Purchaser and its representatives and agents have made all inspections and investigations of the Business and the Purchased Assets deemed necessary or desirable by Purchaser. Purchaser is purchasing the Purchased Assets based solely on the results of its inspections and investigations, and not on any representation or warranty of VitalWorks not expressly set forth in this Agreement to the contrary, Purchaser acknowledges Agreement. In light of these inspections and agrees that Seller is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller in Article V hereof (as modified by the Seller Schedules as supplemented or amended), investigations and Purchaser acknowledges and agrees that, except for the representations and warranties contained thereinmade to Purchaser by VitalWorks in Article V hereof, Purchaser is relinquishing any right to any claim based on any representations and warranties other than those specifically included in this Agreement or in the Purchased Assets and certificate provided to the Business are being transferred on a “where is” and, as Purchaser pursuant to condition, “as is” basisSection 4.2(a). Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller VitalWorks set forth in Article V hereof this Agreement or in the certificate provided to the Purchaser pursuant to Section 4.2(a). EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL WARRANTIES OF HABITABILITY, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (as modified by the Seller Schedules as supplemented or amendedOR SIMILAR FOREIGN LAWS), ARE HEREBY WAIVED BY PURCHASER. Purchaser further represents that neither Seller nor any of its Affiliates VitalWorks nor any other Person has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information regarding, the Business, the Purchased Assets or the Assumed Liabilities not expressly set forth in this Agreement Agreement, and neither Purchaser VitalWorks nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Seller, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives representatives, or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller VitalWorks relating to the Business or other publications or data room information publication provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigationBusiness.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser RMG acknowledges and agrees that Seller the Company is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller the Company in Article V hereof (as modified by the Seller Schedules Disclosure Schedule hereto as supplemented or amendedamended in accordance with the terms hereof), and Purchaser RMG acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets assets and the Business business of the Company and its Subsidiaries are being transferred acquired on a “where is” and, as to condition, “as is” basis. Any Except with respect to fraud or willful misrepresentation to any of the RMG Parties in connection with this Agreement, any claims Purchaser RMG (or Holding Company) may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller the Company set forth in Article V hereof (as modified by the Seller Schedules Disclosure Schedule hereto as supplemented or amendedamended in accordance with the terms hereof). Purchaser RMG further represents acknowledges that neither Seller none of the Company, nor any of its Affiliates or Representatives, nor any other Person Person, has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information regarding the Company or any of its Subsidiaries, or the transactions contemplated by this Agreement, not expressly set forth in this Agreement Agreement, and neither Purchaser none of the Company, nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of SellerRepresentatives, any of its Affiliates or nor any other Person Person, will have or be subject to any liability to Purchaser RMG or any other Person resulting from the distribution to Purchaser RMG or its representatives Representatives or PurchaserRMG’s use of, of any such information, including any confidential memoranda distributed on behalf of Seller the Company relating to the Business Company or any of its Subsidiaries or other publications or data room information provided to Purchaser RMG or its representativesRepresentatives, or any other document or information in any form provided to Purchaser RMG or its representatives Representatives in connection with the sale of the Business Company and its Subsidiaries and the transactions contemplated hereby. Purchaser , except for the Company’s representations and warranties contained in Article V. RMG acknowledges that it has conducted conducted, to its satisfaction, its own independent investigation of the Business condition, operations and business of the Company and its Subsidiaries and, in making the its determination to proceed with the transactions contemplated by this Agreement, Purchaser RMG has relied on the results of its own independent investigation, subject to the truth and accuracy of the representations and warranties given or made by the Company in this Agreement.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Seller is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller in Article V hereof (as modified by the Seller Schedules hereto as supplemented or amended), and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty (other than based on fraud, Intentional Misrepresentation or willful misconduct of Seller) shall be based solely on the representations and warranties of Seller set forth in Article V hereof (as modified by the Seller Schedules hereto as supplemented or amended). Purchaser further represents that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller, the Purchased AssetsSeller or any of its Subsidiaries, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not expressly set forth in this Agreement Agreement, and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Seller, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller relating to the Business or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges Purchasers acknowledge and agrees agree that Seller is Sellers are not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller Sellers in Article V hereof (as modified by the Seller Schedules as supplemented or amended)this Agreement, and Purchaser acknowledges and agrees that, except for including the representations and warranties contained thereinset forth in Article IV hereof (as amended, supplemented and modified by the Purchased Assets and Disclosure Schedules to the Business are being transferred on a “where is” and, as to condition, “as is” basisextent permitted hereunder). Any claims any Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller Sellers set forth in this Agreement, including the representations and warranties set forth in Article V IV hereof (as modified by the Seller Disclosure Schedules as supplemented or amended). Purchaser Purchasers further represents represent that neither Seller Sellers, any Foreign Subsidiary nor any of its their Affiliates nor any other Person has made made, and Purchaser is not relying upon, any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding SellerSellers, the Purchased AssetsForeign Subsidiaries, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information that is not expressly set forth in this Agreement Agreement. Purchasers represent that they are sophisticated entities that were advised by knowledgeable counsel and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees financial and other advisors and hereby acknowledge that none of Sellerthey have conducted to their satisfaction, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller relating to the Business or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale their own independent investigation and analysis of the Business (and its financial condition), the Foreign Subsidiaries, the Acquired Assets and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business Assumed Obligations and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has Purchasers have relied solely on the results of its their own independent investigation and the express representations set forth in this Agreement. In addition, Purchasers have conducted their own independent review of all orders of, and all motions, pleadings and other submissions to, the Bankruptcy Court in connection with the Chapter 11 Cases. Notwithstanding any right of Purchasers to fully to investigate the affairs of Sellers and their Affiliates, and notwithstanding any knowledge of facts determined or determinable by Purchasers pursuant to such investigation or right of investigation, subject to Section 10.1, Purchasers have the right to rely fully upon the representations and warranties of the Sellers contained herein and in the Exhibits and Schedules or in any other Transaction Document.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Seller none of Seller, the Company or WMCI is not making any representations or warranties whatsoeverwarranties, express or implied, beyond those expressly given by Seller in Article V hereof (as modified by the Seller Schedules as supplemented or amended)IV. Except with respect to fraud in connection with this Agreement, and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Any any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article V hereof (as modified by the Seller Schedules as supplemented or amended)IV. Purchaser further represents that neither Seller acknowledges that, except as set forth in Article IV, none of Seller, the Company, WMCI, nor any of its their respective Affiliates nor any other Person has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information regarding Seller, the Company, WMCI, or the transactions contemplated by this Agreement not expressly set forth in this Agreement Agreement, and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Seller, WMCI, the Company, any of its their respective Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s 's use of, any such information, including any confidential memoranda distributed on behalf of Seller the Company relating to the Business Company or other publications or data room information or financial projections provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business Shares and the Purchased Assets and the transactions contemplated hereby. Purchaser acknowledges that any projections provided to it has conducted or its representatives are subjective in many respects and reflect numerous estimates and assumptions with respect to its satisfactionthe Company's business, its own independent investigation industry performance, general business, economic, market and financial conditions and other matters, all of which are difficult to predict and beyond the control of the Business andCompany, Seller and WMCI. Purchaser acknowledges that the information on Schedule 1.1 is neither an admission by Seller or the Company nor does it represent any opinion, view or comment by Purchaser as to the accuracy of the representations set forth in making Section 4.7. Rather, the sole purpose of Schedule 1.1 is to help facilitate the determination to proceed with of the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigationPurchase Price.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to Buyer acknowledges that it is a sophisticated purchaser and, together with its Affiliates and Representatives, has made its own investigation, review and analysis regarding the contraryBusiness, Purchaser acknowledges the Acquired Assets, the Assumed Liabilities and agrees that Seller the Transactions. Buyer is not making any representations or warranties whatsoeverpurchasing the Acquired Assets based on the results of its investigation, express or implied, beyond those expressly given by Seller in Article V hereof (as modified by the Seller Schedules as supplemented or amended), review and Purchaser acknowledges analysis and agrees that, except for on the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basisof Seller specifically set forth in Article IV. Any claims Purchaser Buyer may have for breach of representation or warranty in connection with this Agreement shall be based solely on the representations and warranties of Seller set forth in Article V hereof (as modified by IV hereof, the representations and warranties of Seller Schedules as supplemented or amended)set forth in the Ancillary Agreements and the certificates and other documents delivered pursuant hereto and thereto. Purchaser further represents Buyer acknowledges that neither Seller nor any none of Seller, its Affiliates nor or Representatives is making any other Person has made any statement, representation or warranty, oral or written, express or implied, regarding Sellerwith respect to any projections, the Purchased Assetsforecasts, estimates or budgets made available to Buyer, its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Business (including the reasonableness of the assumptions underlying any of the foregoing), whether or the transactions contemplated by this Agreement not included in any management presentation or as in any other information made available to Buyer, its Affiliates or any of their respective Representatives or any other Person, except to the accuracy or completeness of any information not extent expressly set forth in this Agreement Article IV hereof, the representations and neither Purchaser nor any of its Affiliates has relied warranties set forth in the Ancillary Agreements and the certificates and other documents delivered pursuant hereto and thereto. Buyer is not relying on any such express information, documents or implied representation materials made available to Buyer or warranty. Purchaser further agrees that none of Seller, any of its Affiliates or Representatives, whether orally or in writing, in any confidential information memoranda, virtual data rooms (including the Data Room), management presentations, projections, due diligence discussions, question and answer responses (whether written or oral), or in any other Person will have or be subject to any liability to Purchaser or any other Person resulting from form in expectation of the distribution to Purchaser or its representatives or Purchaser’s use ofTransactions, any such information, including any confidential memoranda distributed on behalf of Seller relating except to the Business extent expressly set forth in Article IV hereof, the representations and warranties set forth in the Ancillary Agreements and the certificates and other documents delivered pursuant hereto and thereto. Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Business, the Acquired Assets and the Assumed Liabilities without any representation or warranty as to merchantability or fitness thereof for any particular purpose or other publications warranties arising under the Uniform Commercial Code (or data room information provided to Purchaser or its representativessimilar foreign Laws) and Buyer shall accept the Business, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business Acquired Assets and the transactions contemplated herebyAssumed Liabilities “as is, where is, with all faults,” except to the extent expressly provided otherwise in this Agreement (including Article IV hereof), the Ancillary Agreements and the certificates or other documents delivered pursuant hereto and thereto. Purchaser acknowledges that it has conducted Notwithstanding anything to its satisfactionthe contrary contained herein, its own independent investigation of nothing in this Section 5.9 is intended to limit or modify the Business and, representations and warranties contained in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigationArticle IV hereof.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser the Buyer acknowledges and agrees that Seller the Company is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller the Company in Article V hereof ARTICLE III (as modified by the Seller Schedules hereto as supplemented or amended), and Purchaser the Buyer acknowledges and agrees that, except for the representations and warranties contained thereinin ARTICLE III, the Purchased Assets Sold Assets, the Shares and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser the Buyer may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller the Company set forth in Article V hereof ARTICLE III (as modified by the Seller Schedules hereto as supplemented or amended). Purchaser The Buyer further represents that neither Seller the Company nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller, the Purchased AssetsCompany or any of the other Sellers, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not expressly set forth in this Agreement ARTICLE III, and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Sellerthe Company, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser the Buyer or any other Person resulting from the distribution to Purchaser the Buyer or its representatives or Purchaserthe Buyer’s use of, of any such information, including any confidential memoranda distributed on behalf of Seller the Company relating to the Business or other publications or data room information provided to Purchaser the Buyer or its representatives, or any other document or information in any form provided to Purchaser the Buyer or its representatives representatives, including management presentations, in connection with the sale of the Business and the transactions contemplated hereby. Purchaser The Buyer acknowledges that it has conducted to its satisfaction, satisfaction its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser the Buyer has relied on the results of its own independent investigation.

Condition of the Business. (a) Notwithstanding anything contained Purchaser and its representatives and agents have made all inspections and investigations of the Business and the Purchased Assets deemed necessary or desirable by Purchaser. Purchaser is purchasing the Shares and the Purchased Assets based solely on the results of its inspections and investigations, and not on any representation or warranty of Pfizer not expressly set forth in this Agreement to the contrary, Purchaser acknowledges Agreement. In light of these inspections and agrees that Seller is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller in Article V hereof (as modified by the Seller Schedules as supplemented or amended), investigations and Purchaser acknowledges and agrees that, except for the representations and warranties contained thereinmade to Purchaser by Pfizer in Article V hereof, the Purchased Assets Purchaser is relinquishing any right to any claim based on any representations and the Business are being transferred on a “where is” and, as to condition, “as is” basiswarranties other than those specifically included in Article V hereof. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller Pfizer set forth in Article V hereof hereof. All warranties of habitability, merchantability and fitness for any particular purpose, and all other warranties arising under the Uniform Commercial Code (as modified or similar foreign laws), are hereby waived by the Seller Schedules as supplemented or amended)Purchaser. Purchaser further represents that neither Seller nor any of its Affiliates Pfizer nor any other Person has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information regarding any of the Seller Corporations, the Business, the Conveyed Subsidiaries, the Shares, the Purchased Assets or the Assumed Liabilities not expressly set forth in this Agreement Agreement, and neither Purchaser Pfizer nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Seller, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives representatives, or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller Pfizer relating to the Business or other publications or data room information publication provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigationBusiness.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser the Company acknowledges and agrees that Seller RMG is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller RMG in Article V hereof VI (as modified by the Seller Schedules Disclosure Schedule hereto as supplemented or amendedamended in accordance with the terms hereof). Except with respect to fraud or willful misrepresentation to the Company in connection with this Agreement, and Purchaser acknowledges and agrees that, except for any claims the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser Company may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller RMG set forth in Article V hereof VI (as modified by the Seller Schedules Disclosure Schedule hereto as supplemented or amendedamended in accordance with the terms hereof). Purchaser The Company further represents acknowledges that neither Seller none of the RMG Parties, nor any of its their respective Affiliates or Representatives, nor any other Person Person, has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information regarding any of the RMG Parties or any of their respective Subsidiaries, or the transactions contemplated by this Agreement, not expressly set forth in this Agreement Agreement, and neither Purchaser none of the RMG Parties, nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Seller, any of its their respective Affiliates or Representatives, nor any other Person Person, will have or be subject to any liability to Purchaser the Company or any other Person resulting from the distribution to Purchaser the Company or its representatives Representatives or Purchaserthe Company’s use of, of any such information, including any confidential memoranda distributed on behalf of Seller RMG relating to the Business RMG or any of its Subsidiaries or other publications or data room information provided to Purchaser the Company or its representativesRepresentatives, or any other document or information in any form provided to Purchaser the Company or its representatives Representatives in connection with the sale of the Business and the transactions contemplated hereby, except for RMG’s representations and warranties contained in Article VI. Purchaser The Company acknowledges that it has conducted (or will have conducted prior to the Effective Time), to its satisfaction, its own independent investigation of the Business condition, operations and business of RMG and its Subsidiaries and, in making the its determination to proceed with the transactions contemplated by this Agreement, Purchaser the Company has relied and will rely on the results of its own independent investigation, subject to the truth and accuracy of the representations and warranties given or made by RMG set forth in Article VI.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges Buyer and agrees Parent acknowledge and agree that Seller the Company is not being transferred to the Buyer “AS IS” and neither the Company nor any Stockholder is making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller the Company or the Stockholders, as the case may be, in Article V hereof IV and Article V, respectively (as modified by the Seller Schedules hereto as supplemented or amended), and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser Buyer may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller the Company or Stockholders set forth in Article V hereof IV or Article V, respectively (as modified by the Seller Schedules hereto as supplemented or amended). Purchaser Buyer further represents that neither Seller none of the Company, Stockholders nor any of its their respective Affiliates nor any other Person has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information regarding the Company, or Stockholders, or the transactions contemplated by 37 this Agreement not expressly set forth in this Agreement Agreement, and neither Purchaser the Company, any Stockholder nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Seller, any of its their respective Affiliates or any other Person will have or be subject to any liability to Purchaser Buyer or any other Person resulting from the distribution to Purchaser Buyer or its representatives or PurchaserBuyer’s use of, any such information, including any confidential information or other memoranda distributed on behalf of Seller relating to the Business Company, or other publications or data room information provided to Purchaser Buyer or its representatives, or any other document or information in any form provided to Purchaser Buyer or its representatives in connection with the sale of the Business Company and the transactions contemplated hereby. Purchaser Buyer acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business condition, operations and business of the Company and, in making the its determination to proceed with the transactions contemplated by this Agreement, Purchaser Buyer has relied on the results of its own independent investigation.investigation and the representations and warranties made in Articles IV and V.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Seller is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller in Article V hereof (as modified by the Seller Schedules hereto as supplemented or amended), and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article V hereof (as modified by the Seller Schedules hereto as supplemented or amended). Purchaser further represents that save to the extent referred to in the Schedule hereto neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not expressly set forth in this Agreement Agreement, and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Seller, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller relating to the Business or other publications or data room information provided to Purchaser or its representativesRepresentatives, or any other document or information in any form provided to Purchaser or its representatives Representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation. Nothing in this Section 6.7 shall exclude or limit any liability or right which arises as a result of any fraudulent act, omission or statement or misrepresentation by Seller or its Representatives.

Condition of the Business. (a) Notwithstanding anything contained in -------------------------- this Agreement to the contrary, Purchaser acknowledges and agrees that Seller is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller in Article V 5 hereof (as modified by the Seller --------- Schedules as supplemented or amendedhereto), and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “"where is” " and, as to condition, “"as is” " basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article V 5 hereof (as modified by the Seller Schedules as supplemented or amendedhereto). Purchaser further --------- represents that neither no Seller nor any of its their Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not expressly set forth in this Agreement Agreement, and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Seller, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s 's use of, any such information, including any confidential memoranda distributed on behalf of Seller relating to the Business or other publications publication or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges Buyer’s entry into this Agreement and agrees that Seller is the Ancillary Documents, the purchase of the Units by Buyer and the consummation of the transactions contemplated hereby and thereby by Buyer are not making done in reliance upon any representations representation or warranties whatsoeverwarranty by, or information from, Seller, any Target Company or any of their respective Affiliates, employees or representatives or any other Person, whether oral or written, express or implied, beyond those expressly given by Seller in Article V hereof (as modified by the Seller Schedules as supplemented including any implied warranty of merchantability or amended), and Purchaser acknowledges and agrees thatof fitness for a particular purpose, except for the representations and warranties contained therein, the Purchased Assets specifically and the Business are being transferred on a “where is” andexpressly set forth in Article III and Article IV (in each case, as to conditionmodified by the Schedules, “as is” basismodified or supplemented hereunder) or in any certificate delivered hereunder, and Buyer acknowledges that Seller and each Target Company expressly disclaim any reliance or any other representations and warranties. Any Buyer affirms, acknowledges and agrees that any claims Purchaser Buyer may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller expressly set forth in Article V hereof III and Article IV (as modified by the Seller Schedules hereto, as supplemented and amended in accordance with this Agreement) or amended)in any certificate delivered hereunder. Purchaser further represents In connection with Buyer’s investigation of the Target Companies, Buyer has received from or on behalf of the Target Companies, certain projections, including projected statements of operating revenues and income from operations of the Target Companies and certain business plan information of the Target Companies. Buyer affirms, acknowledges and agrees that neither it (a) is aware that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans and that Seller nor is not making any of its Affiliates nor any other Person has made any representation representations or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or warranties with respect thereto (except as to the accuracy or completeness of any information not expressly set forth in Article III and Article IV (as modified by the Schedules hereto, as supplemented and amended in accordance with this Agreement Agreement) or in any certificate delivered hereunder), (b) is familiar with such uncertainties, (c) is taking full responsibility for making its own evaluation of the adequacy and neither Purchaser nor any accuracy of its Affiliates has relied on any all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such express or implied representation or warranty. Purchaser further agrees that none of estimates, projections and forecasts), and (d) shall have no claim against Seller, any Target Company, any of its Affiliates their respective Affiliates, any Representatives of any of the foregoing or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller relating with respect thereto. Notwithstanding anything to the Business contrary herein (including Article III and the Financial Statements), Buyer acknowledges and agrees that (i) the Target Companies have not operated as separate “stand alone” business or group of entities and, as a result thereof, the Target Companies have been allocated certain costs, expenses and other publications items, which allocations do not necessarily reflect the actual amounts that would have resulted from arms’ length transactions or data room information provided to Purchaser or the actual costs that would be incurred if the Target Companies had operated as an independent enterprise that is separate from DigitalBridge Group, Inc. and its representativesother Subsidiaries, or any other document or information in any form provided to Purchaser or its representatives and (ii) in connection with its transition to operating as an independent enterprise following the sale Closing, the Target Companies may incur certain separation costs and expenses resulting from such transition following the Closing that are different from such allocated costs, expenses and other items. Notwithstanding the foregoing, nothing in this Section 5.9 or elsewhere in the Agreement shall limit, restrict, prohibit, restrain or otherwise impair any of Buyer’s rights or remedies in the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation case of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigationFraud.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Seller Parent is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller Parent in Article V hereof (as modified by the Seller Schedules hereto as supplemented or amended), and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller Parent set forth in Article V hereof (as modified by the Seller Schedules hereto as supplemented or amended). Purchaser further represents that neither Seller Parent nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller, Parent or any of the Purchased AssetsSelling Affiliates, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not expressly set forth in this Agreement Agreement, and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of SellerParent, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of any Seller relating to the Business or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to Purchaser and its Representatives have made all inspections and investigations of the contrary, Business and the Purchased Assets deemed necessary or desirable by Purchaser. Purchaser acknowledges and agrees that Seller (i) it is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller in Article V hereof (as modified by purchasing the Seller Schedules as supplemented or amended)Purchased Assets based on the results of its inspections and investigations, and Purchaser acknowledges not on any representation or warranty of Seller or any of its Affiliates not expressly set forth in this Agreement, the Transitional Agreements and agrees thatthe agreements, documents and certificates delivered in connection herewith or therewith and (ii) except for the representations and warranties contained thereinas otherwise set forth in this Agreement, the Purchased Assets and the Business are being transferred on a sold “as is, where is” and, as to condition, “as is” basisand it accepts the Purchased Assets in the condition they are in and at the place where they are located on the Closing Date. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller or the Divesting Entities expressly set forth in Article V hereof (as modified by this Agreement, the Seller Schedules as supplemented Transitional Agreements and the agreements, documents and certificates delivered in connection herewith or amended)therewith. ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE, ARE HEREBY WAIVED BY PURCHASER. Purchaser further represents acknowledges that neither Seller nor any of Seller, its Affiliates Affiliates, nor any other Person has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information regarding Seller, any of the Divesting Entities, the Business, the Purchased Assets, or the Assumed Liabilities, including in any confidential memoranda distributed by or on behalf of Seller or any Divesting Entity relating to the Business, the Purchased Assets or the Assumed Liabilities or in any other publication, document or information provided to Purchaser or its Representatives in any “data room” or otherwise in connection with the Business or the sale of the Purchased Assets, not expressly set forth in this Agreement Agreement, the Transitional Agreements and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Sellerthe agreements, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller relating to the Business or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives documents and certificates delivered in connection with the sale of the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigationherewith or therewith.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Seller is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller in Article V hereof (as modified by the Seller Schedules as supplemented or amended), and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article V hereof (as modified by the Seller Schedules as supplemented or amended). Purchaser further represents that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not expressly set forth in this Agreement and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Seller, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller relating to the Business or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, satisfaction its own independent investigation of the Purchased Assets, the Assumed Liabilities and the Business and, in making the determination to proceed with the transactions contemplated by this AgreementAgreement and the Transaction Agreements, Purchaser has relied on the results of its own independent investigation; provided, however, that such acknowledgement does not limit or modify the representations and warranties of Seller set forth in Article 2 or the right of Purchaser to rely on them to the extent expressly provided herein. Purchaser acknowledges that all other representations and warranties that Seller or anyone purporting to represent Seller gave or might have given, or which might be provided or implied by applicable Law or commercial practice, with respect to the Purchased Assets, the Assumed Liabilities or the Business are hereby expressly excluded. Purchaser acknowledges that neither Seller nor any other Person on Seller’s behalf has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Purchased Assets, the Assumed Liabilities, the Business or the transactions contemplated by this Agreement not expressly set forth in Article 2, and neither Seller nor any other Person will have or be subject to any Liability or indemnification obligation to Purchaser or any other Person resulting from the distribution in written or oral communication to Purchaser, or use by Purchaser of, any information, documents, projections, forecasts or other material made available to Purchaser in the Data Room, confidential information memoranda or management interviews and presentations in expectation of the transactions contemplated by this Agreement and the Transaction Agreements.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, the Purchaser acknowledges Entities acknowledge and agrees agree that Seller none of Sxxxxxx Company, the Company, Opco and their respective Subsidiaries is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller Sxxxxxx Company and the Company in Article V hereof (as modified by the Seller Schedules as supplemented or amended)IV hereof, and the Purchaser acknowledges Entities acknowledge and agrees agree that, except for the representations and warranties contained therein, the Purchased Assets and the Business are is being transferred on a “where is” and, as to condition, “as is” basis. Any claims the Purchaser Entities may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller the Company set forth in Article V hereof (as modified by the Seller Schedules as supplemented or amended)IV hereof. The Purchaser Entities further represents represent that neither Seller the Company nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding SellerSxxxxxx Company, the Purchased AssetsCompany, Opco or any of their respective Subsidiaries, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not expressly set forth in this Agreement Agreement, and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of SellerSxxxxxx Company, the Company, any of its Affiliates or any other Person will have or be subject to any liability to the Purchaser Entities or any other Person resulting from the distribution to the Purchaser Entities or its representatives their Representatives or Purchaser’s the Purchaser Entities’ use of, any such information, including any confidential memoranda distributed on behalf of Seller the Company relating to the Business or other publications or data room information provided to the Purchaser Entities or its representativestheir Representatives, or any other document or information in any form provided to the Purchaser Entities or its representatives their Representatives in connection with the sale of the Business and the transactions contemplated hereby. Subject to representations and warranties and other provisions contained in this Agreement, the Purchaser acknowledges Entities acknowledge that it has they have conducted to its their satisfaction, its their own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, the Purchaser has Entities have relied on the results of its their own independent investigationinvestigation and on the representations and warranties and other provisions contained in this Agreement.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser Buyer and Merger Sub each acknowledges and agrees that Seller none of the Company, any Original Stockholder or any Warrant Holder is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller the Company in Article V hereof III (in each case, as modified by the Seller Company Disclosure Schedules hereto as supplemented or amended)amended in accordance with the terms hereof) or given in the Letters of Transmittal. Buyer and Merger Sub each further acknowledges that none of the Company, and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation any Original Stockholder or warranty shall be based solely on the representations and warranties of Seller set forth in Article V hereof (as modified by the Seller Schedules as supplemented or amended). Purchaser further represents that neither Seller nor any of its Affiliates nor any other Person Warrant Holder has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information regarding the Company or any of its Subsidiaries, or the Transactions, not expressly set forth in this Agreement, in the Stock Purchase Agreement or in the Letters of Transmittal, and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Sellerthe Company, any of its Affiliates Original Stockholder or any other Person Warrant Holder will have or be subject to any liability to Purchaser Buyer or any other Person Merger Sub resulting from the distribution to Purchaser Buyer, Merger Sub or its representatives of, or PurchaserBuyer’s, Merger Sub’s or any such other Person’s use of, any such information, including any confidential memoranda distributed on behalf of Seller the Company relating to the Business Company or any of its Subsidiaries or other publications or data room information provided to Purchaser Buyer, Merger Sub or its any of their respective Affiliates or representatives, or any other document or information in any form provided to Purchaser Buyer, Merger Sub or its any of their respective Affiliates or representatives in connection with the sale of the Business Company and its Subsidiaries and the transactions contemplated herebyTransactions. Purchaser acknowledges that it has conducted Buyer and its Affiliates are knowledgeable about the industry in which the Company operates and the Laws applicable to the Company’s business and operations, and are experienced in the acquisition and management of businesses. Buyer and its satisfactionAffiliates have been afforded reasonable access to the books and records, its own independent facilities and personnel of the Company for purposes of conducting a due diligence investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of Company and its own independent investigationSubsidiaries.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees the Buyer Parties agree that none of Seller, its Subsidiaries, the Seller Principal, or any of their respective Affiliates, representatives or any other Person on behalf of Seller, its Subsidiaries or the Seller Principal is not making any representations or warranties regarding Seller, its Subsidiaries, the Business, the Purchased Assets or Assumed Liabilities whatsoever, express or implied, at law or in equity, beyond those expressly given by Seller in Article V hereof (as modified by III hereof, the Seller Schedules as supplemented MSR Purchase Agreement, the Mortgage Loan Purchase Agreement, or amended)other Ancillary Agreement or any certificate or other instrument delivered pursuant to any of the foregoing, and Purchaser acknowledges and agrees thatneither the Buyer Parties, except for the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article V hereof (as modified by the Seller Schedules as supplemented or amended). Purchaser further represents that neither Seller nor any of its Affiliates their representatives nor any other Person is relying on any other representations or warranties. The Buyer Parties acknowledge and agree, on behalf of themselves, that none of Seller, its Subsidiaries, the Seller Principal, or any of their respective Affiliates or representatives or any other Person on behalf of Seller, its Subsidiaries, the Seller Principal, or any of their respective Affiliates has made or is making any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not information, data, or statement regarding Seller, its Subsidiaries, the Business, the Purchased Assets or Assumed Liabilities or the Transactions, other than as expressly set forth made by Seller in this Article III hereof, the MSR Purchase Agreement, the Mortgage Loan Purchase Agreement and neither Purchaser nor or other Ancillary Agreement or any certificate or other instrument delivered pursuant to any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that the foregoing, and none of Seller, its Subsidiaries, the Seller Principal, or any of its their respective Affiliates or any other Person will have or be subject to any liability to Purchaser the Buyer Parties or any other Person resulting from the distribution to Purchaser Buyer Parties’, any of their Affiliates’ or its representatives or Purchaserany other Person’s use of, any such information. The Buyer Parties acknowledge and agree, including any confidential memoranda distributed on behalf of Seller themselves and their respective Affiliates, that they (i) have conducted their own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of Seller, its Subsidiaries, the Business, the Purchased Assets, Assumed Liabilities and the Transactions, (ii) have been furnished with or given access to such documents, correspondence, data, materials or other information (financial or otherwise) about Seller, its Subsidiaries, the Business, the Purchased Assets, Assumed Liabilities and the Transactions, (iii) have received materials relating to Seller, its Subsidiaries, the Business Business, the Purchased Assets, Assumed Liabilities and the Transactions that they have requested and have been afforded the opportunity to obtain additional information necessary to verify the accuracy of any such information or other publications of any representation or data room information provided warranty made by Seller or the Seller Principal herein or to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with otherwise evaluate the sale merits of the Business Transactions, and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, (iv) in making the their determination to proceed with the transactions contemplated by this AgreementTransactions, Purchaser has have relied solely on the results of its their own independent investigationinvestigation and the representations and warranties set made by Seller in Article III hereof, the MSR Purchase Agreement, the Mortgage Loan Purchase Agreement or other Ancillary Agreement or any certificate or other instrument delivered pursuant to any of the foregoing. The Buyer Parties acknowledge and agree on behalf of themselves and their Affiliates that they are informed and sophisticated Persons, and have engaged advisors experienced in the evaluation and purchase of the Business, the Purchased Assets and Assumed Liabilities. Notwithstanding anything to the contrary in this Agreement (including in the foregoing), nothing in this Section 4.7 shall relieve any Person for liability for Fraud.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser the Buyer acknowledges and agrees that the Seller is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by the Seller in Article V hereof ARTICLE III (as modified by the Seller Disclosure Schedules hereto as supplemented or amended), and Purchaser the Buyer acknowledges and agrees that, except for the representations and warranties contained thereinin ARTICLE III, the Purchased Sold Assets and the Huntsville Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser the Buyer may have for breach of representation or warranty shall be based solely on the representations and warranties of the Seller set forth in Article V hereof ARTICLE III (as modified by the Seller Disclosure Schedules hereto as supplemented or amended). Purchaser The Buyer further represents that neither the Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information regarding the Seller, the Huntsville Business, the Sold Assets, the Assumed Liabilities or the transactions contemplated by this Agreement not expressly set forth in this Agreement ARTICLE III, and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of the Seller, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser the Buyer or any other Person resulting from the distribution to Purchaser the Buyer or its representatives or Purchaserthe Buyer’s use of, of any such information, including any confidential memoranda distributed on behalf of the Seller relating to the Business Huntsville Business, the Sold Assets, the Assumed Liabilities or other publications or data room information provided to Purchaser the Buyer or its representatives, or any other document or information in any form provided to Purchaser the Buyer or its representatives representatives, including management presentations, in connection with the sale of the Huntsville Business and the Sold Assets, the assumption of the Assumed Liabilities and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Seller is Sellers are not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller contained in Article V hereof this Agreement (as modified by the Seller Schedules hereto as supplemented or amended)) and in the Ancillary Agreements and any other document, certificate or agreement entered into or delivered pursuant hereto or thereto and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth contained in Article V hereof this Agreement (as modified by the Seller Schedules hereto as supplemented or amended). Purchaser further represents that neither Seller Sellers nor any of its their Affiliates nor any other Person has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information regarding Sellers, the Business, or the transactions contemplated by this Agreement not expressly set forth in this Agreement Agreement, and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Sellerthe Sellers, any of its their Affiliates or any other Person will shall have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including including, any confidential memoranda distributed on behalf of Seller Sellers relating to the Business or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser further represents that it is a sophisticated entity that was advised by knowledgeable counsel and financial and other advisors and hereby acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business Business, the Purchased Assets and the Assumed Liabilities and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied solely on the results of its own independent investigation.

Condition of the Business. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that no Seller nor the Company is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller Sellers in Article V or by the Company in Article VI hereof (as modified by the Seller Schedules hereto as supplemented or amended), as the case may be, and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets Transferred Equity Interests, the Notes, the Note Purchase Agreements, the Equalization Agreement and, indirectly, the assets and Liabilities of the Business Company are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty by any Seller shall be based solely on the representations and warranties of Seller Sellers set forth in Article V hereof (as modified by the Seller Schedules hereto as supplemented or amended). Purchaser further represents acknowledges and agrees that neither no Seller nor any of its Affiliates nor the Company nor any other Person has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information regarding any Seller, the Transferred Equity Interests, the Notes, the Note Purchase Agreements, the Equalization Agreement, the Company or the transactions contemplated by this Agreement not expressly set forth in this Agreement Agreement, and neither Purchaser no Seller nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Seller, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of any Seller relating to the Business Company, the Transferred Equity Interests, the Notes, the Note Purchase Agreements, the Equalization Agreement or any assets or Liabilities of the Company or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of Transferred Equity Interests, the Business Notes, the Note Purchase Agreements, the Equalization Agreement and, indirectly, any assets and Liabilities of the Company and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business Company, the assets and Liabilities of the Company, the Transferred Equity Interests, the Notes and the Note Purchase Agreements, the Equalization Agreement, and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation.