Common use of No Additional Representations Clause in Contracts

No Additional Representations. The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Article V or in any certificate delivered by Parent pursuant to this Agreement (a) neither Parent, US Holdco nor Merger Sub makes, nor has made, and the Company has not relied on, any representations or warranties relating to Parent, US Holdco, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parent.

No Additional Representations. The Company Purchaser acknowledges and agrees agrees, on behalf of itself and its Affiliates, that, except for the representations and warranties expressly set forth contained in Article V or II (as modified by the Disclosure Letter) and in any certificate delivered by Parent pursuant the Company in connection with this Agreement, neither the Company nor any other Person, makes any express or implied representation or warranty with respect to this Agreement (a) neither Parentthe Company, US Holdco nor Merger Sub makesits Subsidiaries or their respective businesses, nor has madeoperations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company has not relied onPurchaser, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties relating to Parentwarranties. In particular, US Holdcowithout limiting the foregoing disclaimer, Merger Sub the Purchaser acknowledges and agrees, on behalf of itself and its Affiliates, that neither the Company nor any other Person, makes or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make made any representation or warranty with respect to, and the Purchaser, on behalf of itself and its Affiliates, hereby disclaims reliance upon (a) any financial projection, forecast, estimate, budget or prospect information relating to themselves the Company, its Subsidiaries or their business respective business, or otherwise (b) without limiting the representations and warranties made by the Company in connection with Article II, any information presented to the Purchaser or any of its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby, or the accuracy or completeness thereof. To the fullest extent permitted by applicable law, without limiting the representations and warranties contained in Article II, other than in the case of fraud, neither the Company nor any of its Subsidiaries or any other Person shall have any liability to any Purchaser or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any other representation or warranty, either express or implied, included in any information or statements (or any omissions therefrom) provided or made available by the Company or its Subsidiaries or representatives to the Purchaser or its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parent.

No Additional Representations. The Company acknowledges Parent and agrees US Holdco acknowledge and agree that, except for the representations and warranties expressly set forth in Article V IV or in any certificate delivered by Parent the Company pursuant to this Agreement (a) neither Parent, US Holdco nor Merger Sub makesthe Company doesn’t make, nor has made, and the Company has Parent and US Holdco have not relied on, any representations or warranties relating to Parent, US Holdco, Merger Sub the Company or their respective businesses its business or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub the Company to make any representation or warranty relating to themselves itself or their its business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company Parent or US Holdco as having been authorized by such party, party and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company Parent, US Holdco or any of its their respective Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. IV. Without limiting the foregoing, the Company acknowledges Parent and agrees US Holdco acknowledge and agree that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V IV (as qualified by the Parent Company Disclosure Letter) neither Parent, US Holdco, Merger Sub the Company nor any other Person will have or be subject to any Liability or other obligation to the Company Parent, US Holdco or its their respective Representatives or Affiliates or any other Person resulting from the CompanyParent’s, US Holdco’s or its their respective Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to the Company Parent or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 5.26 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company Parent has conducted its own independent investigation of Parent the Company and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parentthe Company’s and its Subsidiaries’ businesses with the management of Parent.the Company. ARTICLE VI

No Additional Representations. The Except for the representations and warranties expressly made by Seller in Article III, Purchaser acknowledges and agrees that neither Seller nor any other Person makes any express or implied representation or warranty, including with respect to Seller, the Company and any of their respective Affiliates, the Business, the Purchased Assets and the Assumed Liabilities, and Purchaser hereby disclaims and acknowledges and agrees that Purchaser is not relying upon any other representation or warranty or any information provided by Seller, the Company or any Affiliate or Representative of Seller or the Company. Specifically (but without limiting the foregoing), Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth made by Seller in Article V III, neither Seller nor any other Person makes any representation or in any certificate delivered by Parent pursuant warranty with respect to this Agreement (a) neither Parent, US Holdco nor Merger Sub makes, nor has made, and the Company has not relied on, any representations physical condition or warranties relating to Parent, US Holdco, Merger Sub usefulness for a particular purpose of the real or their respective businesses or otherwisetangible personal property included in the Purchased Assets, (b) no person has been authorized the use of the Purchased Assets or the operation of the Business by ParentPurchaser or its Affiliates after the Closing, US Holdco or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) the probable success or profitability of the Business after the Closing or (d) any estimatesdocumentation, forecasts, budgets, projections, predictionsestimates or other information (including the accuracy or completeness of, dataor the reasonableness of the assumptions underlying, financial such documentation, forecasts, budgets, projections, estimates or other information) provided by Seller, memoranda, presentations or any other materials or information provided or addressed to the Company or any Affiliate or Representative of its Representatives are not and shall not be deemed to be Seller or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting including in any way any Person’s rights “data rooms” or remedies in the event of fraudmanagement presentations. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of ParentEXCEPT AS SET FORTH EXPRESSLY IN THIS AGREEMENT, THE CONDITION OF THE BUSINESS, THE PURCHASED ASSETS AND THE ASSUMED LIABILITIES SHALL BE “AS IS,” “WHERE IS” AND “WITH ALL FAULTS.” PURCHASER ACKNOWLEDGES AND AGREES THAT ANY DUE DILIGENCE MATERIALS MADE AVAILABLE TO PURCHASER OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, DO NOT, DIRECTLY OR INDIRECTLY, AND SHALL NOT BE DEEMED TO, DIRECTLY OR INDIRECTLY, CONTAIN REPRESENTATIONS OR WARRANTIES OF SELLER OR ANY OF ITS AFFILIATES.

No Additional Representations. The Company Purchaser acknowledges and agrees agrees, on behalf of itself and its Affiliates, that, except for the representations and warranties expressly set forth contained in Article V II, neither the Company nor any other Person, makes any express or in any certificate delivered by Parent pursuant implied representation or warranty with respect to this Agreement (a) neither Parentthe Company, US Holdco nor Merger Sub makesits Subsidiaries or their respective businesses, nor has madeoperations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company has not relied onPurchaser, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties relating to Parentwarranties. In particular, US Holdcowithout limiting the foregoing disclaimer, Merger Sub the Purchaser acknowledges and agrees, on behalf of itself and its Affiliates, that neither the Company nor any other Person, makes or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make made any representation or warranty with respect to, and the Purchaser, on behalf of itself and its Affiliates, hereby disclaims reliance upon (a) any financial projection, forecast, estimate, budget or prospect information relating to themselves the Company, its Subsidiaries or their business respective business, or otherwise (b) without limiting the representations and warranties made by the Company in connection with Article II, any information presented to the Purchaser or any of its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. To the fullest extent permitted by applicable law, without limiting the representations and warranties contained in Article II, neither the Company nor any of its Subsidiaries shall have any liability to any Purchaser or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any other representation or warranty, either express or implied, included in any information or statements (or any omissions therefrom) provided or made available by the Company or its Subsidiaries to Purchaser or its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parent.

No Additional Representations. The Each of Parent and Offeror acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company, and based thereon and on its own knowledge, has formed an independent judgment concerning the advisability of the Offer. Each of Parent and Offeror acknowledges that neither the Company nor any Person has made any representation or warranty, express or implied, in respect of the Company or its Subsidiaries, or any of the Company’s or its Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business, the effectiveness or the success of any operations, or the accuracy or completeness of any information regarding the Company and agrees thatits Subsidiaries furnished or made available to Parent, Offeror and their Representatives except for the representations and warranties as expressly set forth in Article V or in any certificate delivered by Parent pursuant to this Agreement II hereto (a) neither Parent, US Holdco nor Merger Sub makes, nor has made, and the Company has not relied on, any representations or warranties relating to Parent, US Holdco, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon as modified by the Company as having been authorized by such partyDisclosure Letter), and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to neither the Company or any holders of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoingShares, the Company acknowledges and agrees thatCompany, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parentits directors, US Holdcoofficers, Merger Sub managers, employees, agents or other representatives, nor any other Person will have or shall be subject to any Liability or other obligation liability to the Company or its Representatives or Affiliates Parent, Offeror or any other Person resulting from the Company’s making available to Parent or its Representatives’ Offeror or Affiliates’ Parent’s or Offeror’s use of such information or any information, documents, projections, forecasts documents or other material made available to the Company Parent or its Representatives or Affiliates in connection with the transactions contemplated by this AgreementOfferor. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation Each of Parent and Offeror, on its Subsidiaries behalf and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters. Except as expressly set forth in Article II, Parent and Offeror are entering into the transactions contemplated hereby without any representations or warranties, express or implied, as to merchantability, satisfactory quality, or fitness for any particular purpose, in an “as is” condition and on a “where is” basis. Each of Parent and Offeror specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have had an opportunity to discuss been made by any Person, and ask questions regarding Parent’s acknowledges and agrees that the Company and its Subsidiaries’ businesses with the management of ParentAffiliates have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any Person except as expressly set forth in Article II.

No Additional Representations. The Company Purchaser acknowledges and agrees thatthat it and its accountants, counsel, and other representatives (collectively, “Representatives”) are fully satisfied with (i) the access to the books and records, facilities, equipment, Contracts and other properties and assets included in or related to the Business and the Acquired Assets and Assumed Liabilities that it and its Representatives have been provided prior to the date of this Agreement, and (ii) the opportunity to meet prior to the date of this Agreement with the officers and employees of each Seller to discuss the Business and the Acquired Assets and Assumed Liabilities that it and its Representatives have been provided. Purchaser also acknowledges that it has conducted its own independent review and analysis of the Business and the Acquired Assets and Assumed Liabilities. Purchaser further acknowledges and agrees that none of Sellers or their affiliates or any of their respective Representatives or any other Person has made any representation or warranty, express or implied, with respect to the Business or the Acquired Assets or Assumed Liabilities or the accuracy or completeness of any information regarding the Business or the Acquired Assets or Assumed Liabilities furnished or made available to Purchaser and its Representatives, except for the representations and warranties as expressly set forth in Article V or in any certificate delivered by Parent pursuant to this Agreement (a) neither Parent, US Holdco nor Merger Sub makes, nor has made, and the Company has not relied on, any representations or warranties relating to Parent, US Holdco, Merger Sub Ancillary Documents. Purchaser further acknowledges and agrees that none of Sellers or their affiliates or any of their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations Representatives or any other materials or information provided or addressed to the Company or any of its Representatives are not and Person shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation liability to the Company or its Representatives or Affiliates Purchaser or any other Person resulting from the Companydistribution to Purchaser, or Purchaser’s or its Representatives’ or Affiliates’ use of of, any such information, including the Confidential Memorandum dated September 2003 prepared by GP and any information, documents, projections, forecasts documents or other material made available to the Company in any “data rooms” or its Representatives management presentations or Affiliates in connection with any other form in expectation of the transactions contemplated by this Agreement. Notwithstanding hereby, except to the foregoing, nothing extent such information is expressly addressed in the representations and warranties contained in this Agreement or the Ancillary Documents. PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, SHOULD ANY CLOSING OCCUR, PURCHASER SHALL ACQUIRE THE ACQUIRED ASSETS WITHOUT ANY REPRESENTATION OR WARRANTY AS TO THE DESIGN, CONDITION, QUALITY, SAFETY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS AND WITHOUT ANY OTHER REPRESENTATION OR WARRANTY, EXCEPT AS OTHERWISE EXPRESSLY REPRESENTED OR WARRANTED IN THIS AGREEMENT. This Section 4.23 is intended or 5.7 shall be deemed not apply to have any manufacturer and/or supplier warranties applicable to Inventory acquired by Purchaser on the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of ParentClosing Date.

No Additional Representations. The Company acknowledges and agrees that, except for the representations and warranties Except as expressly set forth in Article V this Section 2.1, none of the Company or the Company’s Subsidiaries, nor any other person, makes any representation or warranty, express or implied, at law or in equity, by statute or otherwise, and any other representations or warranties are hereby expressly disclaimed, including any implied representation or warranty as to condition, merchantability, suitability or fitness for a particular purpose. Notwithstanding anything to the contrary, (a) none of the Company or the Company’s Subsidiaries, nor any other person, shall be deemed to make to Purchaser or any of its Affiliates any representation or warranty other than as expressly made by the Company in this Agreement and except as expressly covered by a representation and warranty contained in this Section 2.1, and (b) none of the Company or the Company’s Subsidiaries, nor any other person, makes any representation or warranty to the Purchaser or any of its Affiliates with respect to (i) any projections, estimates or budgets heretofore delivered to or made available to Purchaser or its Affiliates or their respective counsel, accountants or advisors of future revenues, expenses or expenditures or future results of operations of the Company and the Company’s Subsidiaries, (ii) any other information or documents (financial or otherwise) made available to the Purchaser or its Affiliates or their respective counsel, accountants or advisors with respect to the Company and the Company’s Subsidiaries. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Purchaser to rely on the representations, warranties, covenants and agreements expressly set forth in this Agreement or in any certificate delivered by Parent pursuant to hereto, nor will anything in this Agreement (a) neither Parent, US Holdco nor Merger Sub makes, nor has made, and the Company has not relied on, operate to limit any representations or warranties relating to Parent, US Holdco, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon claim by the Company as having been authorized by such party, Purchaser for actual and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of intentional fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parent.

No Additional Representations. The Company Purchaser acknowledges and agrees agrees, on behalf of itself and its Affiliates, that, except for the representations and warranties expressly set forth contained in Article V or II and in any certificate delivered by Parent pursuant the Company in connection with this Agreement, neither the Company nor any other Person, makes any express or implied representation or warranty with respect to this Agreement (a) neither Parentthe Company, US Holdco nor Merger Sub makesits Subsidiaries or their respective businesses, nor has madeoperations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company has not relied onPurchaser, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties relating to Parentwarranties. In particular, US Holdcowithout limiting the foregoing disclaimer, Merger Sub the Purchaser acknowledges and agrees, on behalf of itself and its Affiliates, that neither the Company nor any other Person, makes or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make made any representation or warranty with respect to, and the Purchaser, on behalf of itself and its Affiliates, hereby disclaims reliance upon (a) any financial projection, forecast, estimate, budget or prospect information relating to themselves the Company, its Subsidiaries or their business respective business, or otherwise (b) without limiting the representations and warranties made by the Company in connection with Article II, any information presented to the Purchaser or any of its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. To the fullest extent permitted by applicable law, without limiting the representations and warranties contained in Article II, other than in the case of fraud, neither the Company nor any of its Subsidiaries shall have any liability to any Purchaser or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any other representation or warranty, either express or implied, included in any information or statements (or any omissions therefrom) provided or made available by the Company or its Subsidiaries to the Purchaser or its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parent.

No Additional Representations. The Buyer acknowledges that it has completed such inquiries and investigations as it has deemed appropriate into the Company and each Company Subsidiary. Buyer acknowledges (on behalf of itself and its Affiliates) that it and its Representatives have been permitted adequate access to the books and records, facilities, equipment, tax returns, contracts, insurance policies (or summaries thereof) and other properties and Assets of the Company and the Company Subsidiaries that it and its representatives have desired or requested to see and/or review, and that it and its Representatives have had opportunities to meet with the partners, officers and employees of Seller, the Company and the Company Subsidiaries to discuss the businesses and Assets of the Company and the Company Subsidiaries. Buyer acknowledges and agrees that(on behalf of itself and its Affiliates) that (a) none of Seller, the Company or any other person has made any representation or warranty, expressed or implied, with respect to the transactions contemplated by this Agreement or as to the accuracy or completeness of any information regarding the Company and the Company Subsidiaries furnished or made available to Buyer and its representatives, except as expressly set forth in this Agreement or the Seller Disclosure Schedule , (b) Buyer and its Affiliates have not relied on any representation or warranty from Seller, the Company, any Company Subsidiary or any other person with respect to the Company, the Interest, the Business or any other matter, except for the representations and warranties expressly set forth in Article V or in any certificate delivered by Parent pursuant to this Agreement (a) neither Parentor the Seller Disclosure Schedule, US Holdco nor Merger Sub makes, nor has made, and the Company has not relied on, any representations or warranties relating to Parent, US Holdco, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimatesnone of Seller, projectionsthe Company, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and person shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation liability to the Company or its Representatives or Affiliates Buyer or any other Person person resulting from the Companydistribution to Buyer, or Buyer’s or its Representatives’ or Affiliates’ use of of, any such information and any information, documents, projections, forecasts documents or other material made available to the Company Buyer in certain “data room(s)”, management presentations or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies other form in expectation of the event of fraud. The Company has conducted its own independent investigation of Parent Transactions and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parent(d) EXCEPT WITH RESPECT TO REPRESENTATIONS AND WARRANTIES AND COVENANTS AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SHOULD THE CLOSING OCCUR, THE INTEREST (AND THEREFORE THE COMPANY) ARE ACQUIRED BY BUYER WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS.

No Additional Representations. The Except for the representations and warranties made in this Article 4 or any Company acknowledges Document, neither the Company, the Company Subsidiaries nor any other Person makes any express or implied representation or warranty with respect to the Company or any of the Company Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated hereby, and agrees thateach of the Company and the Company Subsidiaries hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company, the Company Subsidiaries nor any other Person makes or has made any representation or warranty to Parent, Merger Subs or any of their respective Affiliates or Representatives, except for the representations and warranties expressly set forth made by the Company in this Article V 4 or in any certificate delivered by Parent pursuant Company Document, with respect to this Agreement (a) neither Parentany financial projection, US Holdco nor Merger Sub makesforecast, nor has madeestimate, and the Company has not relied on, any representations budget or warranties prospect information relating to Parent, US Holdco, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its the Company Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent or Merger Subs or any of their respective Affiliates or Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is in the subject course of any express representation or warranty set forth in Article V. Without limiting their due diligence investigation of the foregoingCompany, the Company acknowledges and agrees that, except for any remedies available under negotiation of this Agreement with respect to or in the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use course of any information, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreementhereby. Notwithstanding the foregoing, nothing in this Section 4.23 is intended 4.32 or Section 5.12 shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding limit Parent’s remedies with respect to claims of Fraud arising from or relating to the express written representations and its Subsidiaries’ businesses with warranties made by the management of ParentCompany in this Article 4 or any Company Document.

No Additional Representations. (a) The Company Buyer acknowledges that it and agrees thatthe Buyer Representatives have been permitted full and complete access to the Acquired Assets and Assumed Liabilities that it and the Buyer Representatives have desired or requested to see or review, except for and that it and the representations Buyer Representatives have had full opportunity to meet with the Seller and warranties expressly set forth in Article V the Seller Representatives to discuss the Business, the Acquired Assets and the Assumed Liabilities. The Buyer acknowledges that it and the Buyer Representatives have received or in any certificate delivered by Parent have had an opportunity to review prior to the date hereof all written materials which the Seller is required to deliver or make available, as the case may be, to the Buyer pursuant to this Agreement on or prior to the date hereof. Except as specifically and expressly provided in this Agreement, including Article III, the certificate delivered by the Seller pursuant to Section 8.2(d), the Local Agreements, the Bills of Sale and the IPALA, the Seller disclaims all representations and warranties, express or implied, regarding the Seller Entities, the Business, the Acquired Assets, the Assumed Liabilities or the accuracy or completeness of any information regarding any of the foregoing. The Buyer acknowledges and agrees (ai) to such disclaimer and (ii) that, except as specifically and expressly provided in any of the foregoing, (A) neither Parentthe Seller nor any other Person has made any representation or warranty, US Holdco nor Merger Sub makesexpress or implied, nor has maderegarding the Seller Entities, the Acquired Assets, the Assumed Liabilities or the accuracy or completeness of any information regarding any of the foregoing; (B) the Acquired Assets and the Company has not relied onAssumed Liabilities are being transferred on an “as is, where is” basis “with all faults” except as may be set forth in this Agreement, including Article III; (C) neither the Seller nor any other Person makes any representations or warranties relating to Parentof any kind, US Holdcoexpress or implied, Merger Sub respecting the Acquired Assets or their respective businesses or otherwisethe Assumed Liabilities, including warranties of fitness for a particular use, warranties of merchantability, warranties of non-infringement and strict liability rights, all of which are hereby unconditionally and irrevocably waived by the Buyer; (bD) no person has been authorized by Parent, US Holdco or Merger Sub to make the Buyer is not relying on any representation or warranty relating to themselves of any kind, express or their business or otherwise in connection with implied, of the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations Seller or any other materials Person regarding the Business, the Acquired Assets, the Assumed Liabilities or the accuracy or completeness of any information provided or addressed to the Company or regarding any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges ; and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure LetterE) neither Parent, US Holdco, Merger Sub the Buyer nor any other Person will have any right or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use remedy arising out of any informationrepresentation, documents, projections, forecasts warranty or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parentstatement.

No Additional Representations. The Except for the representations and warranties made by the Company acknowledges in this Section 2.1 and agrees thatin any certificate delivered by the Company pursuant to Section 1.4, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties expressly set forth made by the Company in Article V or this Section 2.1 and in any certificate delivered by Parent the Company pursuant to this Agreement (a) Section 1.4, neither Parent, US Holdco nor Merger Sub makes, nor has made, and the Company nor any other Person makes or has not relied on, any representations or warranties relating to Parent, US Holdco, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make made any representation or warranty relating to themselves the Purchasers, or any of their business Affiliates or otherwise in connection representatives, with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and respect to (ci) any estimatesfinancial projection, projectionsforecast, predictionsestimate, data, financial information, memoranda, presentations budget or any other materials or prospect information provided or addressed relating to the Company or any of its Representatives are not and shall not be deemed Subsidiaries or their respective business, (ii) matters relating to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except insurance coverage for any remedies available under this Agreement Pandemic Matters with respect to the representations Company, including any determination, dispute, availability, disbursement or non-disbursement or the certainty of the Company receiving all or any portion of proceeds from the applicable insurers for claims filed or to be filed under the Company's event cancellation insurance policy or (iii) any oral or written information presented to the Purchasers or any of their Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of any Purchaser and warranties its Affiliates to rely on the representations, warranties, covenants and agreements expressly set forth in Article V (as qualified this Agreement or in any certificate delivered pursuant hereto, nor will anything in this Agreement operate to limit any claim by any Purchaser or any of its Affiliates for actual fraud in the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to making of the representations and warranties of the Company or its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing set forth in this Section 4.23 is intended Agreement or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parentcertificate delivered hereunder.

No Additional Representations. The Company acknowledges and agrees that, except Except for the representations and warranties expressly set forth made by the Company in Article V this Section 2.1, neither the Company nor any other Person makes any express or in implied representation or warranty with respect to the Company or any certificate delivered by Parent pursuant to this Agreement (a) neither ParentSubsidiaries or their respective businesses, US Holdco nor Merger Sub makesoperations, nor has madeassets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company has not relied on, hereby disclaims any such other representations or warranties relating to Parentwarranties. In particular, US Holdcowithout limiting the foregoing disclaimer, Merger Sub neither the Company nor any other Person makes or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make made any representation or warranty relating to themselves Purchaser, or their business any of its Affiliates or otherwise in connection representatives, with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and respect to (ci) any estimatesfinancial projection, projectionsforecast, predictionsestimate, data, financial information, memoranda, presentations budget or any other materials or prospect information provided or addressed relating to the Company or any of its Representatives are not and shall not be deemed Subsidiaries or their respective business, (ii) matters relating to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except insurance coverage for any remedies available under this Agreement Pandemic Matters with respect to the representations Company, including any determination, dispute, availability, disbursement or non-disbursement or the certainty of the Company receiving all or any portion of proceeds from the applicable insurers for claims filed or to be filed under the Company’s event cancellation insurance policy or (iii) any oral or written information presented to Purchaser or any of its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of Purchaser and warranties its Affiliates to rely on the representations, warranties, covenants and agreements expressly set forth in Article V this Agreement or in any certificate delivered pursuant hereto, nor will anything in this Agreement operate to limit any claim by Purchaser or any of its Affiliates for actual fraud (as qualified by involving scienter) in the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to making of the representations and warranties of the Company or its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing set forth in this Section 4.23 is intended Agreement or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parentcertificate delivered hereunder.

No Additional Representations. The Purchaser acknowledges that it and its representatives have been permitted to inspect the books and records, facilities, equipment, tax returns, contracts, insurance policies (or summaries thereof) and other properties and assets of the Company that it and its representatives have desired or requested to see or review, and that it and its representatives have met with the officers and employees of the Company to discuss the business of the Company (“Diligence Investigation”), it being understood that such Diligence Investigation shall not affect the Parties’ rights and obligations under this Article X except as provided in this Agreement. Purchaser acknowledges that (a) none of Degussa, Seller, the Company or any other Person has made any representation or warranty, expressed or implied, as to the Company or the accuracy or completeness of any information regarding the Company furnished or made available to Purchaser and agrees thatits representatives, except for the representations and warranties as expressly set forth in Article V this Agreement, the Ancillary Agreements or in any certificate delivered by Parent pursuant to this Agreement (a) neither Parent, US Holdco nor Merger Sub makes, nor has made, and the Company has not relied on, any representations or warranties relating to Parent, US Holdco, Merger Sub or their respective businesses or otherwiseSchedules, (b) no person Purchaser has been authorized by Parent, US Holdco or Merger Sub to make not relied on any representation or warranty relating from Degussa, Seller, the Company or any other Person in determining to themselves or their business or otherwise in connection with the transactions contemplated by enter into this Agreement, except as expressly set forth in this Agreement, the Ancillary Agreements and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such partySchedules, and (c) any estimatesnone of Degussa, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoingSeller, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will shall have or be subject to any Liability or other obligation liability to the Company or its Representatives or Affiliates Purchaser or any other Person resulting from the Companydistribution to Purchaser, or Purchaser’s or its Representatives’ or Affiliates’ use of of, any such information, including any information, documents, projections, forecasts documents or other material made available to the Company Purchaser in any “data rooms,” management presentations or its Representatives or Affiliates in connection with any other form in expectation of the transactions contemplated by this Agreement. Notwithstanding Degussa, Seller and the foregoingCompany expressly disclaim any and all representations and warranties, nothing express or implied, as to merchantability or fitness for any particular purpose, and the assets of the Company are in an “as is” condition, except as otherwise expressly set forth in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of ParentAgreement.

No Additional Representations. The Company Purchaser and its Affiliates acknowledges and agrees that, except for the representations and warranties expressly set forth contained in Article V Section 2.1, neither the Company nor any other Person, makes any express or in any certificate delivered by Parent pursuant implied representation or warranty with respect to this Agreement (a) neither Parentthe Company, US Holdco nor Merger Sub makesits Subsidiaries or their respective businesses, nor has madeoperations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company has not relied on, hereby disclaims any such other representations or warranties relating to Parentwarranties. In particular, US Holdcowithout limiting the foregoing disclaimer, Merger Sub neither the Company nor any other Person, makes or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make made any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this AgreementPurchaser, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed Affiliates or representatives, with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company, its Subsidiaries or their respective business, (ii) matters relating to insurance coverage for Pandemic Matters with respect to the Company, including any determination, dispute, availability, disbursement or non-disbursement or the certainty of the Company receiving all or any portion of proceeds from the applicable insurers for claims filed or to be filed under the Company’s event cancellation insurance policy or include (iii) except for the representations and warranties made by the Company in Section 2.1, any information presented to Purchaser or warranties unless any such materials of its Affiliates or information is representatives in the subject course of any express representation or warranty set forth in Article V. Without limiting their due diligence investigation of the foregoingCompany, the Company acknowledges and agrees thatnegotiation of this Agreement or in the course of the transactions contemplated hereby. To the fullest extent permitted by applicable law, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth contained in Article V (as qualified by Section 2.1, neither the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub Company nor any of its Subsidiaries shall have any liability to Purchaser or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any other Person will have representation or be subject to warranty, either express or implied, included in any Liability information or other obligation to statements (or any omissions therefrom) provided or made available by the Company or its Representatives Subsidiaries to Purchaser or its Affiliates or any other Person resulting from representatives in the course of their due diligence investigation of the Company’s , the negotiation of this Agreement or its Representatives’ or Affiliates’ use in the course of any information, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended 2.2(g) shall limit, preclude or shall be deemed to have prohibit any claim of actual fraud (involving scienter) in the effect making of eliminating, limiting the representations and warranties of Purchaser set forth in this Agreement or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parentcertificate delivered hereunder.

No Additional Representations. The (a) Purchaser acknowledges that it and its Representatives have had a full opportunity to meet with certain officers and employees of Seller and the Company to discuss the Business. Purchaser acknowledges that it has conducted to its satisfaction an independent investigation and agrees thatverification of the financial condition, except for results of operations, assets, liabilities, properties and projected operations of the Company and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results of its own independent investigation and verification and the representations and warranties expressly and specifically set forth in Article V or in any certificate delivered by Parent pursuant to this Agreement (a) neither Parent, US Holdco nor Merger Sub makes, nor has made, ‎Article 2 and the Company has not relied on, any representations or warranties relating to Parent, US Holdco, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, ‎Article 3 and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly and specifically set forth in Article V the other Transaction Agreements. The representations and warranties expressly and specifically set forth in ‎Article 2 and ‎Article 3 and the representations and warranties expressly and specifically set forth in the other Transaction Agreements constitute the sole and exclusive representations and warranties of any kind of any of Seller, the Company or any other Person in connection with the Transactions, and Purchaser understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied (including any relating to the future or historical financial condition, results of operations, prospects, assets or liabilities of the Company) are specifically disclaimed. Purchaser acknowledges that (i) none of Seller, the Company or any other Person has made any representation or warranty, expressed or implied, as qualified by to the Parent Company, the Units, or the accuracy or completeness of any information regarding the Company or the Units furnished or made available to Purchaser and its Representatives, except as expressly set forth in this Agreement, the other Transaction Agreements or the Disclosure LetterSchedule, (ii) neither ParentPurchaser has not relied on any representation or warranty from Seller, US Holdcothe Company or any other Person in determining to enter into this Agreement, Merger Sub nor except as expressly set forth in this Agreement, the other Transaction Agreements or the Disclosure Schedule and (iii) none of Seller, the Company or any other Person will have or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates Purchaser or any other Person resulting from the Companydistribution to Purchaser, or Purchaser’s or its Representatives’ or Affiliates’ use of of, any such information, including any information, documentsdocuments or material made available to Purchaser in any “data rooms” (including the Data Room), management presentations, or other form in expectation or contemplation of the Transactions, except as expressly and specifically set forth in this Agreement, the other Transaction Agreements or the Disclosure Schedule. (b) In connection with the investigation by Purchaser of the Company and the Units, Purchaser has received or may receive from Seller or the Company certain projections, forward-looking statements and other forecasts and certain business plan information. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Purchaser is familiar with such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or other material made available to plans), and that Purchaser will neither have nor make any claim against anyone with respect thereto. Accordingly, Purchaser -29- NAI-1502820106v1 acknowledges that none of Seller, the Company or its Representatives any other Person makes any representation or Affiliates in connection warranty with respect to, and Purchaser is not relying on, such estimates, projections, forecasts or plans (including the transactions contemplated by this Agreementreasonableness of the assumptions underlying such estimates, projections, forecasts or plans). Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parent.ARTICLE 5

No Additional Representations. The Company Purchaser acknowledges and agrees agrees, on behalf of itself and its Affiliates, that, except for the representations and warranties expressly set forth contained in Article V or II and in any certificate delivered by Parent pursuant the Company in connection with this Agreement, neither the Company nor any other Person, makes any express or implied representation or warranty with respect to this Agreement (a) neither Parentthe Company, US Holdco nor Merger Sub makesits Subsidiaries or their respective businesses, nor has madeoperations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company has not relied onPurchaser, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties relating to Parentwarranties. In particular, US Holdcowithout limiting the foregoing disclaimer, Merger Sub the Purchaser acknowledges and agrees, on behalf of itself and its Affiliates, that neither the Company nor any other Person, makes or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make made any representation or warranty with respect to, and the Purchaser, on behalf of itself and its Affiliates, hereby disclaims reliance upon (a) any financial projection, forecast, estimate, budget or prospect information relating to themselves the Company, its Subsidiaries or their business respective business, or otherwise (b) without limiting the representations and warranties made by the Company in connection with Article II, any information presented to the Purchaser or any of its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. To the fullest extent permitted by applicable Law, without limiting the representations and warranties contained in Article II, other than in the case of fraud, neither the Company nor any of its Subsidiaries shall have any liability to any Purchaser or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any other representation or warranty, either express or implied, included in any information or statements (or any omissions therefrom) provided or made available by the Company or its Subsidiaries to the Purchaser or its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parent.

No Additional Representations. The Buyer acknowledges that it and its Representatives have been permitted full and complete access to the books and records, facilities, equipment, tax returns, contracts, insurance policies (or summaries thereof) and other properties and assets of the Acquired Companies which it and its Representatives have desired and requested to see and/or review, and that it and its Representatives have had a full opportunity to meet with the officers and employees of Seller and the Acquired Companies to discuss the businesses and assets of the Acquired Companies. Buyer acknowledges that none of Seller's Parent, Seller, any Acquired Company acknowledges or any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Acquired Companies furnished or made available to Buyer and agrees thatits Representatives, except for the representations and warranties as expressly set forth in Article V or in any certificate delivered by Parent pursuant to this Agreement (a) neither or Seller's Disclosure Schedule, and none of Seller's Parent, US Holdco nor Merger Sub makes, nor has made, and the Company has not relied onSeller, any representations or warranties relating to Parent, US Holdco, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Acquired Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation liability to the Company or its Representatives or Affiliates Buyer or any other Person resulting from the Company’s distribution to Buyer, or its Representatives’ or Affiliates’ Buyer's use of of, any such information, including the Confidential Information Memorandum prepared by Seller's investment banker dated October 1998 and any information, documents, projections, forecasts documents or other material made available to Buyer in records and files stored on computer disks, certain "data rooms," management presentations or any other forms in expectation of the Company Contemplated Transactions. Buyer has not relied and is not relying upon any statement or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing representation not made in this Section 4.23 Agreement or Seller's Disclosure Schedule. To Buyer's Knowledge, as of the date hereof, there is intended no Breach of any representation or shall warranty of Seller or Seller's Parent that would reasonably be deemed expected to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies result in the event conditions specified in Section 9 hereof to not be satisfied as of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of ParentClosing Date.

No Additional Representations. The Buyer acknowledges (on behalf of itself and its Affiliates) that it and its representatives have received or been afforded the opportunity to review prior to the date hereof all written materials which Seller was required to deliver or make available, as the case may be, to Buyer pursuant to this Agreement on or prior to the date hereof. Buyer acknowledges (on behalf of itself and its Affiliates) that it and its representatives have been permitted full and complete access to the books and records, facilities, equipment, tax returns, contracts, insurance policies (or summaries thereof) and other properties and assets of the Company and the Company Subsidiaries that it and its representatives have desired or requested to see and/or review, and that it and its representatives have had a full opportunity to meet with the partners, officers and employees of Seller, the Company and the Company Subsidiaries to discuss the businesses and assets of the Company and the Company Subsidiaries. Buyer acknowledges and agrees that(on behalf of itself and its Affiliates) that (a) none of Seller, the Company, or any other person has made any representation or warranty, expressed or implied, with respect to the transactions contemplated by this Agreement or as to the accuracy or completeness of any information regarding the Company and the Company Subsidiaries furnished or made available to Buyer and its representatives, except as expressly set forth in this Agreement or the Seller Disclosure Schedule, (b) Buyer and its Affiliates have not relied on any representation or warranty from Seller, the Company or any other person with respect to the Company, the Shares, the business of the Company or any other matter, except for the representations and warranties expressly set forth in Article V or in any certificate delivered by Parent pursuant to this Agreement (a) neither Parent, US Holdco nor Merger Sub makes, nor has made, and the Company has not relied on, any representations or warranties relating to Parent, US Holdco, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimatesnone of Seller, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and other person shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation liability to the Company or its Representatives or Affiliates Buyer or any other Person person resulting from the Companydistribution to Buyer, or Buyer’s or use of, any such information (including the Confidential Information Memorandum concerning the Company and its Representatives’ or Affiliates’ use business prepared by Bank of America Xxxxxxx Xxxxx) and any information, documents, projections, forecasts documents or other material made available to the Company Buyer in certain “data rooms”, management presentations or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies other form in the event expectation of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby except as and have had an opportunity to discuss the extent any such information is expressly set forth in (or expressly required to be set forth in) a representation or warranty in this Agreement or in the Seller Disclosure Schedules and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parent(d) SHOULD THE CLOSING OCCUR, THE SHARES (AND THEREFORE THE COMPANY) ARE ACQUIRED BY BUYER WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS.

No Additional Representations. The Company acknowledges Notwithstanding anything to the contrary herein, it is the explicit intent of the Parties, and agrees thatthe Parties hereby agree, except for that the representations and warranties expressly set forth made by the Company and the Seller in Article V III and Article IV (as qualified by the Schedules thereto) are the exclusive representations and warranties made by the Company, the Seller or in any certificate delivered by Parent pursuant other Person with respect to this Agreement (a) neither Parent, US Holdco nor Merger Sub makes, nor has made, the Company and the Seller, including the Business and their businesses and assets or the subject matter of this Agreement. The Company has not relied on, and the Seller specifically disclaim any other express or implied representations or warranties relating made by any Person with respect to Parentthem, US Holdcotheir properties and assets, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the Shares and the transactions contemplated by this AgreementAgreement and any certificate, instrument or document delivered pursuant hereto. Except as expressly set forth herein, the condition of the assets of the Company Entities shall be “as is”, “where is” and “with all faults” and the Company and the Seller make no warranty of merchantability, suitability, adequacy, fitness for a particular purpose or quality with respect to the Business and any of the assets of the Company Entities or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. The Company is not, directly or indirectly, and if made, such representation or warranty must not be relied upon by no other Person on behalf of the Company as having been authorized by such partyis, and (c) making any estimates, projections, predictions, data, representations or warranties regarding any pro-forma financial information, memorandafinancial projections or other forward-looking prospects, presentations risks or any other materials statements (financial or information provided or addressed to otherwise) of the Company made, communicated or furnished (orally or in writing) to Buyer or its Affiliates or their respective Representatives (including any of opinion, information, projection or advice in any management presentation or the confidential information memorandum provided to Buyer and its Affiliates and their respective Representatives), and the Company and the Seller disclaims all liability and responsibility for any such information and statements. It is understood that any materials made available to Buyer or its Affiliates or their respective Representatives are not in the Data Room do not, directly or indirectly, and shall not be deemed to be to, directly or include indirectly, contain representations or warranties unless any such materials or information is of the subject of any express representation or warranty set forth in Article V. Without limiting the foregoingCompany, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to the Company Seller or its Representatives or Affiliates or any other Person resulting from the Company’s or its their respective Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parent.

No Additional Representations. The Company acknowledges Parent and agrees US Holdco acknowledge and agree that, except for the representations and warranties expressly set forth in Article V IV or in any certificate delivered by Parent the Company pursuant to this Agreement (a) neither Parent, US Holdco nor Merger Sub makesthe Company doesn’t make, nor has made, and the Company has Parent and US Holdco have not relied on, any representations or warranties relating to Parent, US Holdco, Merger Sub the Company or their respective businesses its business or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub the Company to make any representation or warranty relating to themselves itself or their its business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company Parent or US Holdco as having been authorized by such party, party and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company Parent, US Holdco or any of its their respective Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. IV. Without limiting the foregoing, the Company acknowledges Parent and agrees US Holdco acknowledge and agree that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V IV (as qualified by the Parent Company Disclosure Letter) neither Parent, US Holdco, Merger Sub the Company nor any other Person will have or be subject to any Liability or other obligation to the Company Parent, US Holdco or its their respective Representatives or Affiliates or any other Person resulting from the CompanyParent’s, US Holdco’s or its their respective Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to the Company Parent or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 5.26 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company Parent has conducted its own independent investigation of Parent the Company and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parentthe Company’s and its Subsidiaries’ businesses with the management of Parentthe Company.

No Additional Representations. The Company Purchaser acknowledges and agrees agrees, on behalf of itself and its Affiliates, that, except for the representations and warranties expressly set forth contained in Article V or II (as modified by the Disclosure Letter) and in any certificate delivered by Parent pursuant the Company in connection with this Agreement, neither the Company nor any other Person, makes any express or implied representation or warranty with respect to this Agreement (a) neither Parentthe Company, US Holdco nor Merger Sub makesits Subsidiaries or their respective businesses, nor has madeoperations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company has not relied onPurchaser, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties relating to Parentwarranties. In particular, US Holdcowithout limiting the foregoing disclaimer, Merger Sub the Purchaser acknowledges and agrees, on behalf of itself and its Affiliates, that neither the Company nor any other Person, makes or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make made any representation or warranty with respect to, and the Purchaser, on behalf of itself and its Affiliates, hereby disclaims reliance upon (a) any financial projection, forecast, estimate, budget or prospect information relating to themselves the Company, its Subsidiaries or their business respective business, or otherwise (b) without limiting the representations and warranties made by the Company in connection with Article II, any information presented to the Purchaser or any of its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. To the fullest extent permitted by applicable law, without limiting the representations and warranties contained in Article II, other than in the case of fraud, neither the Company nor any of its Subsidiaries shall have any liability to any Purchaser or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any other representation or warranty, either express or implied, included in any information or statements (or any omissions therefrom) provided or made available by the Company or its Subsidiaries to the Purchaser or its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parent.

No Additional Representations. The Buyer acknowledges that it and its representatives have received access to such books and records, facilities, equipment, contracts and other assets of Seller which it and its representatives have desired or requested to review, and that it and its representatives have had full opportunity to meet with the management of Seller to discuss the Company or the Company Assets. Buyer acknowledges that (a) should the Closing occur, Buyer shall acquire the Company and agrees thatthe Company Assets in an “as is” condition and on a “where is” basis, except as expressly represented or warranted in this Agreement (which includes the Schedules hereto); (b) neither Seller nor any other Person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Company or the Company Assets furnished or made available to Buyer and its representatives except as expressly set forth in this Agreement (which includes the Schedules hereto) and (c) except as contemplated hereby, neither Seller nor any other Person shall have or be subject to any liability to Buyer or any other Person resulting from Seller’s making available to Buyer or Buyer’s use of any such information, including the presentation materials delivered to Buyer by Salem Partners, LLC and dated July, 2006, as subsequently updated, supplemented or amended (the “Confidential Memorandum”) or any information, documents or material made available to Buyer in certain “data rooms,” other management presentations (formal or informal) or in any other form in connection with the transactions contemplated hereby. Without limiting the foregoing, except for the representations and warranties expressly set forth herein, Seller makes no representation or warranty to Buyer with respect to (x) the information set forth in Article V the Confidential Memorandum or in (y) any certificate delivered by Parent pursuant to this Agreement (a) neither Parent, US Holdco nor Merger Sub makes, nor has made, and the Company has not relied on, any representations financial projection or warranties forecast relating to ParentSeller, US Holdco, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees thatAssets, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have whether or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies not included in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of ParentConfidential Memorandum.

No Additional Representations. The Company acknowledges and agrees that, except for the representations and warranties Except as expressly set forth in this Article V or in any certificate delivered by Parent pursuant to this Agreement (a) IV, neither Parent, US Holdco Mxxxxx Sub nor any other Person (including any Representative of Parent or Merger Sub makes, nor Sub) makes or has made, and the Company has not relied on, made any representations other representation or warranties relating warranty with respect to Parent, US Holdco, Merger Sub or any Subsidiary of Parent (including their respective businesses business, operations, properties, or otherwiseLiabilities), (b) no person has been authorized by Parentexpress or implied, US Holdco at law or Merger Sub to make in equity and any such other representations or warranties are hereby expressly disclaimed including any implied representation or warranty relating as to themselves condition, merchantability, suitability or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. fitness for a particular purpose. Without limiting the foregoing, the Company acknowledges and agrees that, except for neither Parent nor Merger Sub (including any remedies available under this Agreement with respect Representative of Parent or Merger Sub) makes or has made any representation or warranty to the representations and warranties expressly set forth in Article V (as qualified by Company, any Company securityholder, the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates Stockholders’ Representative or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use of with respect to (i) any information, documents, projections, forecasts forecasts, estimates or other material budgets heretofore delivered to or made available to the Company, any Company securityholder, the Stockholders’ Representative or any of their Representatives of future revenues, expenses or expenditures or future results of operations of Parent and its Subsidiaries, or (ii) except as expressly covered by a representation and warranty contained in this Article IV, any other information or documents (financial or otherwise) made available to the Company, any Company securityholder, the Stockholders’ Representative or any of their respective Representatives with respect to Parent or any of Parent’s Subsidiaries. The Company and Stockholders’ Representative expressly acknowledge and agree that none of the Company or its Stockholder’ Representative nor any of their respective agents, employees or Representatives is relying on any other representation or Affiliates in connection with warranty of Parent or Merger Sub or any of their respective agents, employees or Representatives, including regarding the transactions contemplated by this Agreementaccuracy or completeness of any such other representations and warranties, whether express or implied. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have Parent and Merger Sub hereby acknowledge that during the effect course of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent due diligence investigation of Parent and its Subsidiaries Merger Sub conducted by or on behalf of the Company in connection with the Company’s consideration of the Contemplated Transactions, the Parent and Merger Sub provided information and made statements to the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s Company and its SubsidiariesRepresentatives regarding Parent and Merger Sub and their respective business, operations, financial condition and other matters. The Company and Stockholders’ businesses with Representative understands and hereby acknowledges and agrees that neither the management Company nor the Stockholders’ Representative shall have any right to file, bring or make (and hereby expressly waives to the fullest extent allowable under applicable Law the right to file, bring or make) any lawsuit or other claims against Parent or Merger Sub under this Agreement or otherwise as a result of Parentany inaccuracies in any such information or statements unless and solely to the extent that such information or statements (i) are the subject of an express representation and warranty set forth in this Article IV, or (ii) the Company or Stockholders’ Representative can demonstrate the commission of fraud or an intentional misrepresentation by or on behalf of Parent or Merger Sub when such information or such statements were provided or otherwise made; provided, that notwithstanding the foregoing, the Company and Stockholders’ Representative understands and hereby acknowledges and agrees that neither the Company nor Stockholder’s Representative shall have any right to bring (and hereby expressly waives to the fullest extent allowable under applicable Law the right to file, bring or make) any lawsuit or other claims against Parent or Merger Sub under this Agreement or otherwise arising out of any forward looking, predictive or prospective information or statements.

No Additional Representations. The Company Purchaser acknowledges and agrees thatthat it and its accountants, counsel and other representatives (collectively, “Representatives”) are fully satisfied with (i) the access to the books and records, facilities, equipment, Contracts and other properties and assets included in or related to the Real Property and Assumed Liabilities that it and its Representatives have been provided prior to the date of this Agreement, and (ii) the opportunity to meet prior to the date of this Agreement with the officers and employees of Seller to discuss the Real Property and Assumed Liabilities that it and its Representatives have been provided. Purchaser also acknowledges that it has conducted its own independent review and analysis of the Real Property and Assumed Liabilities. Purchaser further acknowledges and agrees that neither Seller nor its affiliates, nor any of their respective Representatives nor any other Person has made any representation or warranty, express or implied, with respect to the Real Property or Assumed Liabilities or the accuracy or completeness of any information regarding the Real Property or Assumed Liabilities furnished or made available to Purchaser and its Representatives, except for the representations and warranties as expressly set forth in Article V or in any certificate delivered by Parent pursuant to this Agreement (a) Agreement. Purchaser further acknowledges and agrees that neither Parent, US Holdco Seller nor Merger Sub makesits affiliates, nor has made, and the Company has not relied on, any representations or warranties relating to Parent, US Holdco, Merger Sub or their of its respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations Representatives or any other materials or information provided or addressed to the Company or any of its Representatives are not and Person shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation liability to the Company or its Representatives or Affiliates Purchaser or any other Person resulting from the Companydistribution to Purchaser, or Purchaser’s or its Representatives’ or Affiliates’ use of of, any such information, including the Confidential Memorandum dated September 2003 prepared by Seller and any information, documents, projections, forecasts documents or other material made available to the Company in any “data rooms” or its Representatives management presentations or Affiliates in connection with any other form in expectation of the transactions contemplated by hereby, except to the extent such information is expressly addressed in the representations and warranties contained in this Agreement. Notwithstanding the foregoingPURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminatingSHOULD ANY CLOSING OCCUR, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of ParentPURCHASER SHALL ACQUIRE THE REAL PROPERTY WITHOUT ANY REPRESENTATION OR WARRANTY AS TO THE DESIGN, CONDITION, QUALITY, SAFETY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS AND WITHOUT ANY OTHER REPRESENTATION OR WARRANTY, EXCEPT AS OTHERWISE EXPRESSLY REPRESENTED OR WARRANTED IN THIS AGREEMENT.

No Additional Representations. The Company acknowledges and agrees thatagrees, that (i) except for the representations and warranties expressly set forth in Article V or in any certificate delivered by Parent pursuant to this Agreement (a) Express Representations, neither Parent, US Holdco nor Merger Sub nor Guranator makes, nor and has not made, and the Company has not relied onupon, any express or implied representations or warranties relating to Parent, US HoldcoMerger Sub, Merger Sub Guarantor, their respective Affiliates or their respective businesses or otherwiseotherwise and Company expressly disclaims any other representations and warranties, (bii) no person Person has been authorized by Parent, US Holdco or Merger Sub or Guarantor to make any representation or warranty relating to themselves it or their its business or otherwise in connection with the transactions contemplated by this AgreementAgreement and, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (ciii) any estimates, projections, predictions, forecasts, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is warranties, other than to the subject of any express representation or warranty set forth extent stated in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except Express Representations. Except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth made by the Company in Article V this ARTICLE IV (as qualified by the Parent Company Disclosure Letter) Letter and the Company SEC Documents), neither Parent, US Holdco, Merger Sub the Company nor any other Person will have on behalf of the Company makes any other express or be subject implied representation or warranty with respect to any Liability fact or other obligation matter, including with respect to the Company or any of its Representatives Subsidiaries or Affiliates their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects or any other Person resulting from the Company’s information provided to Parent, Merger Sub or its Representatives’ or Affiliates’ use Guarantor, and each of any informationParent, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding Merger Sub and Guarantor acknowledges the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parent.

No Additional Representations. The Company acknowledges Each of Parent and agrees Merger Sub is a sophisticated purchaser, possesses such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment under this Agreement. In entering into this Agreement and each of the other documents and instruments relating to the Merger referred to herein, Parent and Merger Sub have each relied solely upon its own investigation and analysis, and Parent and Merger Sub acknowledge and agree (a) that, except for the specific representations and warranties of the Company contained in Article III, if applicable (which to the extent provided for in this Agreement include and are subject to the Company Disclosure Letter and the Company SEC Reports), none of the Company, its Subsidiaries or Affiliates and their respective stockholders, controlling persons, Representatives or any other Person makes or has made any representation or warranty, either express or implied, with respect to the Company or its Subsidiaries or Affiliates and their business, operations, technology, assets, liabilities, results of operations, financial condition, prospects, projections, budgets, estimates or operational metrics, or as to the accuracy or completeness of any of the information (including any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided (including in any management presentations, information or descriptive memorandum, certain “data rooms” maintained by the Company, supplemental information or other materials or information with respect to any of the above) or otherwise made available to Parent, Merger Sub or any of their respective Affiliates, stockholders or Representatives and (b) that, to the fullest extent permitted by applicable Law, none of the Company, its Affiliates or Subsidiaries, stockholders, Representatives or any other Person shall have any Liability or responsibility whatsoever to Parent or Merger Sub, their Affiliates or their Subsidiaries, stockholders, Representatives or any other Person on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made (or any omissions therefrom), to Parent, Merger Sub, their respective Affiliates or any of their respective Subsidiaries, stockholders, Representatives or any other Person, except as and only to the extent expressly set forth in Article V or in any certificate delivered by this Agreement. Each of Parent pursuant and Merger Sub, its Affiliates and its Representatives have received and may continue to this Agreement (a) neither Parentreceive from the Company, US Holdco nor its Affiliates and their respective Representatives certain projections, estimates and other forward-looking information for the business of the Company and its Affiliates and certain plan and budget information. Parent and Merger Sub makesare taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, nor has madeprojections, forecasts, plans and the Company has not relied onbudgets so furnished to them, any representations or warranties relating to Parent, US Holdco, Merger Sub their affiliates or their respective businesses or otherwiseRepresentatives (including the reasonableness of the assumptions underlying such estimates, (bprojections, forecasts, plans and budgets) no person has been authorized by Parent, US Holdco or and acknowledge and agree that each of Parent and Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must is not be relied upon by the Company as having been authorized by such party, and (c) relying on any estimates, projections, predictionsforecasts, data, financial information, memoranda, presentations plans or any other materials budgets made available or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified otherwise furnished by the Parent Disclosure Letter) neither ParentCompany, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates or any other Person resulting from the Company’s or its their respective Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation and each of Parent and Merger Sub shall not, and shall cause its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s Affiliates and its Subsidiaries’ businesses Representatives not to, hold any such Person liable with the management of Parentrespect thereto (whether in warranty, contract, tort (including negligence or strict liability) or otherwise). There are uncertainties inherent in attempting to make projections, estimates or other forward-looking information, and Parent is familiar with such uncertainties.

No Additional Representations. The (a) Purchaser acknowledges that it and its Representatives have had a full opportunity to meet with certain officers and employees of Seller and the Company to discuss the Business. Purchaser acknowledges that it has conducted to its satisfaction an independent investigation and agrees thatverification of the financial condition, except for results of operations, assets, liabilities, properties and projected operations of the Company and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results of its own independent investigation and verification and the representations and warranties expressly and specifically set forth in Article V or in any certificate delivered by Parent pursuant to this Agreement (a) neither Parent, US Holdco nor Merger Sub makes, nor has made, ‎Article 2 and the Company has not relied on, any representations or warranties relating to Parent, US Holdco, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, ‎Article 3 and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly and specifically set forth in Article V the other Transaction Agreements. The representations and warranties expressly and specifically set forth in ‎Article 2 and ‎Article 3 and the representations and warranties expressly and specifically set forth in the other Transaction Agreements constitute the sole and exclusive representations and warranties of any kind of any of Seller, the Company or any other Person in connection with the Transactions, and Purchaser understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied (including any relating to the future or historical financial condition, results of operations, prospects, assets or liabilities of the Company) are specifically disclaimed. Purchaser acknowledges that (i) none of Seller, the Company or any other Person has made any representation or warranty, expressed or implied, as qualified by to the Parent Company, the Units, or the accuracy or completeness of any information regarding the Company or the Units furnished or made available to Purchaser and its Representatives, except as expressly set forth in this Agreement, the other Transaction Agreements or the Disclosure LetterSchedule, (ii) neither ParentPurchaser has not relied on any representation or warranty from Seller, US Holdcothe Company or any other Person in determining to enter into this Agreement, Merger Sub nor except as expressly set forth in this Agreement, the other Transaction Agreements or the Disclosure Schedule and (iii) none of Seller, the Company or any other Person will have or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates Purchaser or any other Person resulting from the Companydistribution to Purchaser, or Purchaser’s or its Representatives’ or Affiliates’ use of of, any such information, including any information, documents, projections, forecasts documents or other material made available to Purchaser in any “data rooms” (including the Company Data Room), management presentations, or its Representatives other form in expectation or Affiliates contemplation of the Transactions, except as expressly and specifically set forth in connection with the transactions contemplated by this Agreement. Notwithstanding , the foregoing, nothing in this Section 4.23 is intended other Transaction Agreements or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of ParentDisclosure Schedule.

No Additional Representations. The Company Buyer acknowledges and agrees thatthat none of Seller, the Acquired Companies, any of their Affiliates or any Representatives of any of the foregoing (a) has made or will be deemed to have made (and Buyer and its Affiliates have not relied on) any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Acquired Companies or their businesses or assets, or the transactions contemplated hereby except for the representations and warranties as expressly set forth in Article V III, or in any certificate certificates delivered by Parent pursuant to this Agreement (a) neither Parent, US Holdco nor Merger Sub makes, nor has madehereunder, and qualified by the Company has not relied onSeller Disclosure Schedules, any representations other than in the case of fraud committed by or warranties relating to Parent, US Holdco, Merger Sub on behalf of Seller in connection with the transactions contemplated hereby or their respective businesses or otherwise, (b) no person has been authorized will have or be subject to any liability or obligation to Buyer or any other Person resulting from the distribution to Buyer or any of its Affiliates, or Buyer’s or any of its Affiliates’ use of, any such information, including the Confidential Information Memorandum prepared by ParentXxxxxxx Lynch, US Holdco Pierce, Xxxxxx & Xxxxx Incorporated and any information, document or Merger Sub material made available to make Buyer or its Affiliates or any representation of their Representatives in certain “data rooms” and online “data sites,” management presentations or warranty relating to themselves or their business or otherwise any other form in connection with the transactions contemplated by this AgreementAgreement or otherwise. In connection with Buyer’s and its Affiliates’ investigation of the Acquired Companies, Buyer and its Affiliates have received from or on behalf of the Acquired Companies certain projections, including projected statements of operating revenues and income from operations of the Acquired Companies and certain business plan information of the Acquired Companies. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer and its Affiliates’ are familiar with such uncertainties, that Buyer and its Affiliates are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and if madethat Buyer and its Affiliates shall have no claim against Seller, such representation or warranty must not be relied upon by the Company as having been authorized by such partyAcquired Companies, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations of their Affiliates or any Representatives of any of the foregoing with respect thereto, other materials or information provided or addressed than to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless extent any such information or materials or information is described in this sentence are the subject of any express a representation or a warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V III, or in any certificates delivered hereunder (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation and then only to the Company extent of such representation or its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available warranty). Notwithstanding anything to the Company contrary set forth in this Section 6.2, elsewhere in this Agreement (including Section 8.5, Article IX and Section 10.16) or otherwise, Buyer retains all of its Representatives rights and remedies with respect to claims based on fraud committed by or Affiliates on behalf of Seller in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parenthereby.

No Additional Representations. The Company Buyer acknowledges that it and agrees thatits representatives have been permitted full and complete access to the Acquired Assets and Assumed Liabilities that it and its representatives have desired or requested to see or review, except for and that it and its representatives have had the representations opportunity to meet with the Sellers and warranties expressly set forth in Article V representatives of the Sellers to discuss the Business, the Acquired Assets and the Assumed Liabilities. The Buyer acknowledges that it and its representatives have received or in any certificate delivered by Parent have had an opportunity to review prior to the date hereof all written materials which either Seller is required to deliver or make available, as the case may be, to the Buyer pursuant to this Agreement (a) neither Parenton or prior to the date of this Agreement. Except as specifically and expressly provided in Article III of this Agreement, US Holdco nor Merger Sub makes, nor has made, the certificates delivered by the Parent and the Company Business Subsidiary pursuant to Section 6.7(i) or Section 7.2, the Xxxx of Sale, the Intellectual Property Assignment and License Agreement, the Subcontract Agreement, the Transition Services Agreement, the Wafer Supply Agreement, the Real Estate License Agreement or the Limited Warranty Deeds or any other Transaction Document, the Sellers disclaim all representations and warranties, express or implied, regarding either of the Sellers, the Business Subsidiary, the Business, the Acquired Assets, the Assumed Liabilities or the accuracy or completeness of any information regarding any of the foregoing. The Buyer acknowledges and agrees to such disclaimer and that, except as specifically and expressly provided in any of the foregoing: (i) none of the Sellers or any other Person has not relied onmade any representation or warranty, express or implied, regarding either of the Sellers, the Business Subsidiary, the Business, the Acquired Assets, the Assumed Liabilities or the accuracy or completeness of any information regarding any of the foregoing; (ii) the Acquired Assets and the Assumed Liabilities are being transferred on an “as is, where is” basis “with all faults”; (iii) none of the Sellers or any other Person makes any representations or warranties relating to Parentof any kind, US Holdcoexpress or implied, Merger Sub respecting the Acquired Assets or their respective businesses or otherwisethe Assumed Liabilities, including warranties of fitness for a particular use, warranties of merchantability, warranties of non-infringement and strict liability rights, all of which are hereby unconditionally and irrevocably waived by the Buyer; (biv) no person has been authorized by Parent, US Holdco or Merger Sub to make the Buyer is not relying on any representation or warranty relating to themselves of any kind, express or their business or otherwise in connection with implied, of either of the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations Sellers or any other materials Person regarding the Business, the Business Subsidiary, the Acquired Assets, the Assumed Liabilities or the accuracy or completeness of any information provided or addressed to the Company or regarding any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges ; and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letterv) neither Parent, US Holdco, Merger Sub the Buyer nor any other Person will have any right or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use remedy arising out of any informationrepresentation, documents, projections, forecasts warranty or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parentstatement.

No Additional Representations. (a) The Company acknowledges that none of Parent, Merger Sub nor any person has made or makes any representation or warranty, express or implied, in connection with the transactions contemplated hereby, including as to the accuracy or completeness of any information regarding Parent or Merger Sub furnished or made available to the Company and agrees thatits Representatives, except for the representations and warranties expressly set forth in Article V 4 (or in any certificate delivered by Parent in connection herewith pursuant to this Agreement (aSection 6.2(c)) neither Parentor another Transaction Document, US Holdco nor Merger Sub makesand, nor has made, subject to and the Company has not relied on, without limiting any representations or warranties relating to Parent, US Holdco, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available rights under this Agreement with respect to the representations and warranties expressly set forth made by Parent and Merger Sub in Article V 4 (as qualified by the or any certificate delivered in connection herewith pursuant to Section 6.2(c)) or another Transaction Document, neither Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or person shall be subject to any Liability or other obligation liability to the Company or its Representatives or Affiliates or any other Person person resulting from Parent’s or Merger Sub’s making available to the Company or the Company’s or its Representatives’ or Affiliates’ use of such information, including any information, documents, projections, forecasts documents or other material made available to the Company in the due diligence materials provided to the Company, including in any “data room,” other management presentations (formal or its Representatives informal) or Affiliates in any other form in connection with the transactions contemplated by this AgreementAgreement and the other Transaction Documents. Notwithstanding Without limiting the foregoing, nothing except as expressly set forth in this Article 4 (or any certificate delivered in connection herewith pursuant to Section 4.23 is intended 6.2(c)) or shall be deemed another Transaction Document, neither Parent nor Merger Sub makes any representation or warranty to have the effect Company with respect to any financial projection or forecast relating to Parent or any of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with , including Merger Sub. None of the management Company or any of Parentits respective Affiliates has relied on any representation or warranty from Parent or any of its Subsidiaries, including Merger Sub, or any other person in determining to enter into this Agreement or the other Transaction Documents, except for the representations and warranties expressly set forth in Article 4 (or any certificate delivered in connection herewith pursuant to Section 6.2(c)) or another Transaction Document.

No Additional Representations. The Buyer acknowledges that neither the Company nor Seller has made, nor shall the Company or Seller be deemed to have made, any representation, warranty, covenant or agreement, express or implied, in law or in equity, with respect to Seller, the Company, or any of their respective assets, liabilities or operations, the Business or the transactions contemplated by this Agreement, other than those expressly set forth in Article 4. Notwithstanding anything contained in this Agreement to the contrary, Buyer acknowledges and agrees agree that Seller and the Company are not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller and the Company in Article 4 hereof, and Buyer acknowledges and agree that, except for the representations and warranties expressly contained therein, the Purchased Interests and the Business are being transferred on a “WHERE IS” and, as to condition, “AS IS” basis. Buyer agrees, warrants, and represents that, except as set forth in Article V or in any certificate delivered by Parent pursuant to this Agreement (a) neither Parent, US Holdco nor Merger Sub makes, nor has made, and the Company has not relied on, any representations or warranties relating to Parent, US Holdco, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such partyBuyer has relied, and (c) any estimatesshall rely, projectionssolely upon Buyer’s own investigation of all such matters, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement that Buyer assumes all risks with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parentthereto. EXCEPT AS SET FORTH IN THIS AGREEMENT, US HoldcoSELLER AND THE COMPANY MAKE NO EXPRESS WARRANTY, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use of any informationNO WARRANTY OF MERCHANTABILITY, documentsNO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of ParentNOR ANY IMPLIED OR STATUTORY WARRANTY WHATSOEVER WITH RESPECT TO ANY REAL OR PERSONAL PROPERTY OR ANY FIXTURES OR THE PURCHASED INTERESTS.

No Additional Representations. The Company acknowledges Each of Parent and agrees Merger Sub is a sophisticated purchaser, possesses such knowledge and experience in fmancial and business matters that it is capable of evaluating the merits and risks of its investment under this Agreement. In entering into this Agreement and each of the other documents and instruments relating to the Merger referred to herein, Parent and Merger Sub have each relied solely upon its own investigation and analysis, and Parent and Merger Sub acknowledge and agree (a) that, except for the specific representations and warranties of the Company contained in Article HI, if applicable (which to the extent provided for in this Agreement include and are subject to the Company Disclosure Letter and the Company SEC Reports), none of the Company, its Subsidiaries or Affiliates and their respective stockholders, controlling persons, Representatives or any other Person makes or has made any representation or warranty, either express or implied, with respect to the Company or its Subsidiaries or Affiliates and their business, operations, technology, assets, liabilities, results of operations, financial condition, prospects, projections, budgets, estimates or operational metrics, or as to the accuracy or completeness of any of the information (including any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided (including in any management presentations, information or descriptive memorandum, certain "data rooms" maintained by the Company, supplemental information or other materials or information with respect to any of the above) or otherwise made available to Parent, Merger Sub or any of their respective Affiliates, stockholders or Representatives and (b) that, to the fullest extent permitted by applicable Law, none of the Company, its Affiliates or Subsidiaries, stockholders, Representatives or any other Person shall have any Liability or responsibility whatsoever to Parent or Merger Sub, their Affiliates or their Subsidiaries, stockholders, Representatives or any other Person on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made (or any omissions therefrom), to Parent, Merger Sub, their respective Affiliates or any of their respective Subsidiaries, stockholders, Representatives or any other Person, except as and only to the extent expressly set forth in Article V or in any certificate delivered by this Agreement. Each of Parent pursuant and Merger Sub, its Affiliates and its Representatives have received and may continue to this Agreement (a) neither Parentreceive from the Company, US Holdco nor its Affiliates and their respective Representatives certain projections, **MSPSC Electronic Copy ** 2016-UA-225 Filed on 11/14/2016 ** estimates and other forward-looking information for the business of the Company and its Affiliates and certain plan and budget information. Parent and Merger Sub makesare taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, nor has madeprojections, forecasts, plans and the Company has not relied onbudgets so furnished to them, any representations or warranties relating to Parent, US Holdco, Merger Sub their affiliates or their respective businesses or otherwiseRepresentatives (including the reasonableness of the assumptions underlying such estimates, (bprojections, forecasts, plans and budgets) no person has been authorized by Parent, US Holdco or and acknowledge and agree that each of Parent and Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must is not be relied upon by the Company as having been authorized by such party, and (c) relying on any estimates, projections, predictionsforecasts, data, financial information, memoranda, presentations plans or any other materials budgets made available or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified otherwise furnished by the Parent Disclosure Letter) neither ParentCompany, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates or any other Person resulting from the Company’s or its their respective Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation and each of Parent and Merger Sub shall not, and shall cause its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s Affiliates and its Subsidiaries’ businesses Representatives not to, hold any suchPerson liable with the management of Parentrespect thereto (whether in warranty, contract, tort (including negligence or strict liability) or otherwise). There are uncertainties inherent in attempting to make projections, estimates or other forward-looking information, and Parent is familiar with such uncertainties.

No Additional Representations. The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Article V or in any certificate delivered by Parent pursuant to this Agreement (a) neither ParentEach Sterling Party acknowledges that, US Holdco nor Merger Sub makesto its knowledge, nor has madeit and its representatives have been permitted full and complete access to the Acquired Assets that it and its representatives have desired or requested to see or review, and the Company has not relied on, any representations or warranties relating to Parent, US Holdco, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parentits knowledge, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and representatives have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses meet with the officers and employees of Parent and Seller to discuss the Business. Each Sterling Party acknowledges that none of the Cytec Parties or any other person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Business or the Acquired Assets except as expressly set forth in this Agreement and the Disclosure Schedules. Each Sterling Party further acknowledges that none of the Cytec Parties nor any other person will be subject to any liability to any of the Sterling Parties or any other person resulting from (i) the distribution to Purchaser, or Purchaser's use of, the Confidentiality Memorandum prepared by Xxxxxxx, Sachs & Co. dated May, 1996 or any of the documents or materials examined by Purchaser in the "data room" organized by Parent in connection with the Transactions or (ii) the management presentation heretofore made by Parent and Seller to STX Chemicals and STX in connection with the Transactions; provided, however, that nothing in this sentence is intended to or shall in any manner (A) affect any representation, warranty, covenant or indemnity of Parentthe Cytec Parties (or any of them) contained in the Operative Documents (or any of them) or (B) relieve, release or discharge any of the Cytec Parties or any other person from liability resulting from or attributable to its fraud, bad faith or wilful misconduct; and, provided further, that none of the Sterling Parties or the Specified Sterling Representatives shall be deemed for any purpose to have knowledge of any information contained in the documents or materials referred to in clause (i) above solely as a result of such information's inclusion in the data room. Purchaser acknowledges that, should the Closing occur, Purchaser will acquire the Acquired Assets without any representation or warranty as to merchantability or fitness for any particular purpose, in an "as is" condition and on a "where is" basis, except as otherwise expressly represented or warranted in this Agreement or the Conveyance Documents.

No Additional Representations. The Buyer acknowledges that its wholly-owned indirect subsidiary is a 50% general partner in the Company and Buyer is thereby generally familiar with all aspects of its assets, operation and financial results and prospects, including, without limitation, its Books and Records, Tax Returns, contracts, insurance policies and other information relating to the Company, and that it and its representatives have had a full opportunity to meet with the employees of LPS to discuss in detail the Assets. Buyer acknowledges that none of Sellers, the Company or any other Person has made any representation or warranty, expressed or implied, as to, and agrees thatnone of Buyer or any of its Affiliates has relied upon, the accuracy or completeness of any information regarding the Company or the Assets furnished or made available to Buyer and its representatives, except for the representations and warranties as expressly set forth in Article V or in any certificate delivered by Parent pursuant to this Agreement (a) neither Parent, US Holdco nor Merger Sub makes, nor has made, and the Company has not relied on, any representations or warranties relating to Parent, US Holdco, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub Sellers nor any other Person will shall have or be subject to any Liability or other obligation liability to the Company or its Representatives or Affiliates Buyer or any other Person resulting from the Companydistribution to Buyer, or Buyer’s or its Representatives’ or Affiliates’ use of of, any such information, including the Offering Memorandum dated April 2003, and any information, documents, projections, forecasts documents or other material made available to the Company Buyer or its Representatives representatives in any “data rooms”, management presentations or Affiliates in connection with any other medium in expectation of the transactions contemplated by this Agreement. Notwithstanding Buyer acknowledges that, should the foregoingClosing occur, nothing Buyer shall acquire the Interest (including the share in the Company’s assets represented thereby) and the Assets without any representation or warranty as to merchantability or fitness for any particular purpose, in an “as is” condition and on a “where is” basis, except as otherwise expressly set forth in this Section 4.23 Agreement. Specifically, Buyer agrees that its use of the LPS Know How is intended strictly at Buyer’s risk and that Buyer (i) will have no recourse against Sellers or shall be deemed their affiliates with respect to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent adverse consequences there from and its Subsidiaries (ii) will indemnify Sellers and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding ParentSellers Indemnified Parties against all claims that arise by Buyer’s and its Subsidiaries’ businesses with use of the management of ParentLPS Know How after the Closing.

No Additional Representations. The Company acknowledges and agrees that, except for the representations and warranties Except as expressly set forth in Article V this Section 2.1, none of the Company or its Company Subsidiaries, nor any other Person, makes any representation or warranty, express or implied, at law or in equity, by statute or otherwise, and any other representations or warranties are hereby expressly disclaimed, including, without limitation, any implied representation or warranty as to condition, merchantability, suitability or fitness for a particular purpose. Notwithstanding anything to the contrary, (a) none of the Company or its Company Subsidiaries, nor any other Person, shall be deemed to make to Purchaser or any of its Affiliates any representation or warranty other than as expressly made by the Company in this Agreement and except as expressly covered by a representation and warranty contained in this Section 2.1, and (b) none of the Company or its Company Subsidiaries, nor any other Person, makes any representation or warranty to the Purchaser or any of its Affiliates with respect to (i) any projections, estimates or budgets heretofore delivered to or made available to Purchaser or its Affiliates or their respective counsel, accountants or advisors of future revenues, expenses or expenditures or future results of operations of either (x) the Company and its Company Subsidiaries, or (y) Target or its Subsidiaries, (ii) any other information or documents (financial or otherwise) made available to the Purchaser or its Affiliates or their respective counsel, accountants or advisors with respect to either (x) the Company and its Company Subsidiaries, or (y) Target or its Subsidiaries. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Purchaser and its Affiliates to rely on the representations, warranties, covenants and agreements expressly set forth in this Agreement or in any certificate delivered by Parent pursuant to hereto, nor will anything in this Agreement (a) neither Parent, US Holdco nor Merger Sub makes, nor has made, and the Company has not relied on, operate to limit any representations or warranties relating to Parent, US Holdco, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon claim by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company Purchaser or any of its Representatives are not Affiliates for actual and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of intentional fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parent.

No Additional Representations. The Company Buyer acknowledges and agrees thatthat neither any of ----------------------------- the Imperial Companies nor any other Person or entity has made any representation or warranty, express or implied, except for the representations and warranties as expressly set forth in Article V or in this First Amended Agreement, including but not limited to any certificate delivered by Parent pursuant to this Agreement (a) neither Parent, US Holdco nor Merger Sub makes, nor has made, and the Company has not relied on, any representations or warranties relating to Parent, US Holdco, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make any implied representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company maintenance, repair, condition, quality, suitability, design, marketability, merchantability, fitness for a particular purpose or conformity to models or samples of any asset and that, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS FIRST AMENDED AGREEMENT, BUYER TAKES THE STOCK OF THE COMPANY AND THE STOCK OF GREAT LAKES AND ASSETS PURCHASED OR TO BE PURCHASED HEREUNDER ON AN "AS IS" AND "WHERE IS" BASIS, WITH ALL FAULTS, AND THE IMPERIAL COMPANIES EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF ANY STOCK OR ASSETS BEING SOLD HEREUNDER, AND FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF ANY OF THE ASSETS BEING SOLD HEREUNDER. Buyer further agrees that neither any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub Imperial Affiliates nor any other Person or entity will have or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates Buyer or any other Person resulting from the Company’s distribution to Buyer, or its Representatives’ or Affiliates’ Buyer's use of of, any information, documentsdocument, projections, forecasts or other material made available to Buyer in any "data rooms," management presentations or supplemental due diligence information provided to Buyer, in connection with discussions or access to management of the businesses of the Company or its Representatives Great Lakes or Affiliates in connection with any other form in expectation of the transactions contemplated by this First Amended Agreement. Notwithstanding , except to the foregoingextent that any of the foregoing information is specifically included in, nothing the subject of or incorporated into, a representation or warranty contained in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of ParentFirst Amended Agreement.

No Additional Representations. The Company Purchaser acknowledges that (i) none of the Seller Indemnifying Parties or any other Person has made any representation or warranty, express or implied, as to the Transferred Assets and agrees thatthe CDO Issuers, or the accuracy or completeness of any information regarding the Transferred Assets and the CDO Issuers, furnished or made available to Purchaser and its Representatives, except for the representations and warranties as expressly set forth in Article V or in any certificate delivered by Parent pursuant to this Agreement (a) neither Parent, US Holdco nor Merger Sub makes, nor has made, and the Company certificates delivered pursuant hereto, (ii) Purchaser has not relied on, any representations or warranties relating to Parent, US Holdco, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make on any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) from any estimates, projections, predictions, data, financial information, memoranda, presentations Seller Indemnifying Party or any other materials or information provided or addressed Person in determining to the Company enter into this Agreement or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees thatAncillary Agreement, except for any remedies available under this Agreement with respect to the representations and warranties as expressly set forth in Article V this Agreement and the certificates delivered pursuant hereto, and (iii) except as qualified by expressly provided herein, none of the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor Seller Indemnifying Parties or any other Person will shall have or be subject to any Liability or other obligation liability to the Company or its Representatives or Affiliates Purchaser or any other Person resulting from the Companydistribution to Purchaser, or Purchaser’s or its Representatives’ or Affiliates’ use of of, any such information, including any information, documents, projections, forecasts documents or other material made available to Purchaser in any physical or electronic “data rooms”, management presentations or in any other form in expectation of the Company Transactions. Purchaser acknowledges that, if the Closing occurs, Purchaser shall acquire the Transferred Assets without any representation or its Representatives warranty as to merchantability or Affiliates fitness for any particular purpose, in connection with the transactions contemplated by an “as is” condition and on a “where is” basis, except as otherwise expressly set forth in this Agreement, the Ancillary Agreements and the certificates delivered pursuant hereto and thereto. Notwithstanding No Seller Indemnifying Party makes or has made any representation or warranty regarding the presence or absence of hazardous substances on, under or about any property, the compliance or non-compliance of any property with any legal requirements regarding hazardous substances or any other environmental matters. Without limiting the generality of the foregoing, nothing in this Section 4.23 is intended Purchaser acknowledges that none of the Seller Indemnifying Parties or shall be deemed any other Person has made any representation or warranty, express or implied, as to have the effect of eliminatingfinancial projections, limiting forecasts, cost estimates and other predictions delivered or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent made available to Purchaser and its Subsidiaries Representatives, including with respect to the Transferred Assets and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of ParentCDO Issuers.

No Additional Representations. The Buyer acknowledges (on behalf of itself and its Affiliates) that, to its knowledge, it and its representatives have received or been afforded the opportunity to review prior to the date hereof all written materials which Seller was required to deliver or make available, as the case may be, to Buyer pursuant to this Agreement on or prior to the date hereof. Buyer acknowledges (on behalf of itself and its Affiliates) that, to its knowledge, it and its representatives have been permitted full and complete access to the books and records, facilities, equipment, tax returns, contracts, insurance policies (or summaries thereof) and other properties and assets of the Company and the Company Subsidiaries that it and its representatives have desired or requested to see and/or review, and that, to its knowledge, it and its representatives have had a full opportunity to meet with the partners, officers and employees of Seller, the Company and the Company Subsidiaries to discuss the businesses and assets of the Company and the Company Subsidiaries. Buyer acknowledges and agrees (on behalf of itself and its Affiliates) that, other than in the case of fraud or willful misrepresentation in connection therewith, (i) except as expressly set forth in this Agreement or the Seller Disclosure Schedule, none of Seller, the Company, or any other person has made any representation or warranty, expressed or implied, with respect to the transactions contemplated by this Agreement or as to the accuracy or completeness of any information regarding the Company and the Company Subsidiaries furnished or made available to Buyer and its representatives, including any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and any Company Subsidiary or the future business and operations of the Company and any Company Subsidiary, (ii) Buyer and its Affiliates have not relied on any representation or warranty from Seller, the Company or any other person with respect to the Company, the Shares, the business of the Company or the Company Subsidiaries or any other matter, except for the representations and warranties expressly set forth in Article V or in any certificate delivered by Parent pursuant to this Agreement (a) neither Parent, US Holdco nor Merger Sub makes, nor has made, and the Company has not relied on, any representations or warranties relating to Parent, US Holdco, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made(iii) none of Seller, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and other person shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation liability to the Company or its Representatives or Affiliates Buyer or any other Person person resulting from the Companydistribution to Buyer, or Buyer’s or its Representatives’ or Affiliates’ use of of, any such information and any information, documents, projections, forecasts documents or other material made available to the Company Buyer in certain “data rooms”, management presentations or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies other form in the event expectation of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had (iv) SHOULD THE CLOSING OCCUR, THE SHARES (AND THEREFORE THE COMPANY AND THE COMPANY SUBSIDIARIES) ARE ACQUIRED BY BUYER WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS. Notwithstanding anything to the contrary set forth in this Agreement or otherwise, all representations and warranties in this Agreement or in any certificate or other writing delivered pursuant this Agreement of the parties speak as of the date hereof and as of the Closing Date, subject to Sections 3.01(a), 3.01(g) and 3.02(a), and do not speak as of any other date (except to the extent such representations and warranties by their terms speak as of an opportunity to discuss earlier date, then such representations and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management warranties shall speak as of Parentsuch earlier date; provided, however, that such earlier date shall not be earlier than June 18, 2014).

No Additional Representations. The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Article V or in any certificate delivered by Parent pursuant to this Agreement (a) neither Parent, US Holdco nor Parent or Merger Sub makesdoes not make, nor or has made, not made and the Company has not relied on, any representations or warranties relating to Parent, US Holdco, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco Parent or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this AgreementTransactions, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither the Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to the Company or its their Representatives or Affiliates or any other Person resulting from the Company’s or its their Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to the Company or its their Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 4.21 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parent.

No Additional Representations. The Company Purchaser acknowledges and agrees agrees, on behalf of itself and its Affiliates, that, except for the representations and warranties expressly set forth contained in Article V or II and in any certificate delivered by Parent pursuant the Company in connection with this Agreement, neither the Company nor any other Person, makes any express or implied representation or warranty with respect to this Agreement (a) neither Parentthe Company, US Holdco nor Merger Sub makesits Subsidiaries or their respective businesses, nor has madeoperations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company has not relied onPurchaser, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties relating to Parentwarranties. In particular, US Holdcowithout limiting the foregoing disclaimer, Merger Sub the Purchaser acknowledges and agrees, on behalf of itself and its Affiliates, that neither the Company nor any other Person, makes or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make made any representation or warranty with respect to, and the Purchaser, on behalf of itself and its Affiliates, hereby disclaims reliance upon (a) any financial projection, forecast, estimate, budget or prospect information relating to themselves the Company, its Subsidiaries or their business respective business, or otherwise (b) without limiting the representations and warranties made by the Company in connection with Article II, any information presented to the Purchaser or any of its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby, or the accuracy or completeness thereof. To the fullest extent permitted by applicable law, without limiting the representations and warranties contained in Article II, other than in the case of fraud, neither the Company nor any of its Subsidiaries or any other Person shall have any liability to any Purchaser or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any other representation or warranty, either express or implied, included in any information or statements (or any omissions therefrom) provided or made available by the Company or its Subsidiaries or representatives to the Purchaser or its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parent.

No Additional Representations. The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Article V or in any certificate delivered by Parent pursuant to this Agreement (a) neither ParentThe Purchasers acknowledge that they have conducted to their satisfaction an independent investigation and verification of the financial condition, US Holdco nor Merger Sub makesresults of operations, nor has madeassets, liabilities, properties and projected operations of the Company has not relied onCompanies, any representations or warranties relating and, in making their determination to Parent, US Holdco, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection proceed with the transactions contemplated by this Agreement, the Purchasers have relied solely on the results of their own independent investigation and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, verification and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly and specifically set forth in Article V (as qualified by II and Article III. The representations and warranties expressly and specifically set forth in Article II and Article III constitute the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to sole and exclusive representations and warranties of the Company or its Representatives or Affiliates or any other Person resulting from Companies and the Company’s or its Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates Subsidiary in connection with the transactions contemplated by hereby, and the Purchasers understand, acknowledge and agree that all other representations, warranties, and statements of any kind or nature expressed or implied (including any relating to the future or historical financial condition, results of operations, prospects, assets or liabilities of the Companies and the Subsidiary, or the quality, quantity or condition of the Companies’ and the Subsidiary’s assets) are specifically disclaimed. The Purchasers further acknowledge that (i) none of the Sellers, the Companies, the Subsidiary or any other person has made any representation or warranty, expressed or implied, as to the Companies, the Subsidiary or the accuracy or completeness of any information regarding the Companies or the Subsidiary furnished or made available to the Purchasers and their representatives, except as expressly set forth in this Agreement or the Seller Disclosure Letter and (ii) the Purchasers have relied on the representations or warranties from the Sellers, the Companies and the Subsidiary expressly and specifically set forth in this Agreement and the Seller Disclosure Letter in determining to enter into this Agreement. Notwithstanding The Purchasers acknowledge that, should the foregoingClosing occur, nothing the Purchasers shall acquire the Subject Shares without any representation or warranty as to merchantability or fitness of the assets of the Companies and the Subsidiary for any particular purpose, in an “as is” condition and on a “where is” basis, except as otherwise expressly set forth in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of ParentAgreement.

No Additional Representations. The Company acknowledges Each of Newco and agrees thatJLL Holdco acknowledge and agree that neither Delta nor any of its Subsidiaries, nor any other Person, has made or is making any representation or warranty, express or implied, oral or written, as to the accuracy or completeness of any information regarding Delta, the DPP Share Sellers, the Transferred DPP Companies or any of their respective Affiliates or Subsidiaries, the DPP Shares, the DPP Assets or the DPP Business, or with respect to any other information provided, or made available, to Newco or JLL Holdco or any of their respective Affiliates or Representatives in connection with the transactions contemplated hereby, except as specifically included in this Agreement, the Delta Disclosure Schedule or any Related Agreement. In particular, without limiting the foregoing, except for the representations and warranties expressly set forth made by Delta in Article V this Article, neither Delta nor any other Person makes or in any certificate delivered by Parent pursuant to this Agreement (a) neither Parent, US Holdco nor Merger Sub makes, nor has made, and the Company has not relied on, any representations or warranties relating to Parent, US Holdco, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make made any representation or warranty to Newco, JLL Holdco or any of their respective Affiliates or Representatives with respect to (a) any financial projection, forecast, estimate, budget or other prospective information relating to themselves Delta, the DPP Share Sellers, the Transferred DPP Companies, or any of their business respective Affiliates or otherwise Subsidiaries, the DPP Shares, the DPP Assets or the DPP Business, or (b) any oral or written information furnished or made available to Newco, JLL Holdco or any of their respective Affiliates or Representatives in connection with the course of its due diligence investigation of Delta, the DPP Share Sellers, the Transferred DPP Companies or any of their respective Affiliates or Subsidiaries, the DPP Shares, the DPP Assets or the DPP Business, the negotiation of this Agreement or the Related Agreements or the consummation of the transactions contemplated by this Agreementhereby and thereby, including the accuracy or completeness thereof, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub Delta nor any other Person will have liability to Newco, JLL Holdco or be subject to any Liability or other obligation to the Company or its Representatives or of their respective Affiliates or Representatives in respect of such information, including any other Person resulting from the Company’s or its Representatives’ or Affiliates’ subsequent use of any such information, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parent.

No Additional Representations. The Company Buyer acknowledges and agrees thatthat (a) none of Seller, the Acquired Companies, or any other Person has made any representation or warranty, expressed or implied, as to the Acquired Companies, the accuracy or completeness of any information regarding the Acquired Companies furnished or made available to Buyer or its Representatives, or any other matter related to the transactions contemplated herein, except for the representations and warranties as expressly set forth in Article V or in any certificate delivered by Parent pursuant to this Agreement (a) neither Parent, US Holdco nor Merger Sub makes, nor has made, and the Company has not relied on, any representations or warranties relating to Parent, US Holdco, Merger Sub or their respective businesses or otherwiseAgreement, (b) no person Buyer has been authorized by Parent, US Holdco or Merger Sub to make not relied on any representation or warranty relating from the Seller, the Acquired Companies, or any other Person in determining to themselves or their business or otherwise in connection with the transactions contemplated by enter into this Agreement, and if made, such representation or warranty must not be relied upon by the Company except as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V this Agreement, (as qualified by c) none of the Parent Disclosure Letter) neither ParentSeller, US Holdcothe Acquired Companies, Merger Sub nor or any other Person will shall have or be subject to any Liability or other obligation liability to the Company or its Representatives or Affiliates Buyer or any other Person resulting from the Companydistribution to Buyer, or Buyer’s or its Representatives’ or Affiliates’ use of of, any information, documents, projections, forecasts documents or other material materials made available to the Company Buyer or its Representatives or Affiliates conveyed in connection with any management presentations or in any other form in expectation of the transactions contemplated by this Agreement. Notwithstanding hereby, and (d) none of the foregoingSeller, nothing in this Section 4.23 is intended the Acquired Companies, or any other Person shall be deemed have any liability to have Buyer or any other Person with respect to any projections, forecasts, estimates, plans or budgets of future revenue, expenses or expenditures, future results of operations, future cash flows or the effect future financial condition of eliminatingthe Acquired Companies or the future business, limiting operations or restricting in affairs of the Acquired Companies; provided, however, that subject to the terms of Article VII, the foregoing clauses (a) and (b) shall not apply to any way any Person’s rights claim for Intentional Fraud, criminal activity or remedies in the event willful breaches of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parentcovenants.

No Additional Representations. The Company Buyer acknowledges that it and agrees thatits representatives have received access to such books and records, facilities, equipment, contracts and other assets of Seller which it and its representatives have desired or requested to review, and that it and its representatives have had full opportunity to meet with the management of Seller to discuss the Purchased Assets. Buyer acknowledges that (a) should the Closing occur, Buyer shall acquire the Purchased Assets in an "as is" condition and on a "where is" basis, except for as expressly represented or warranted in this Agreement (which includes the representations Schedules hereto); (b) neither Seller nor any other Person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Purchased Assets furnished or made available to Buyer and warranties its representatives except as expressly set forth in Article V this Agreement (which includes the Schedules hereto) and (c) neither Seller nor any other Person shall have or be subject to any liability to Buyer or any other Person resulting from Seller's making available to Buyer or Buyer's use of any such information, including the presentation materials delivered to Buyer by UBS Securities LLC and dated May 12, 2004, as subsequently updated, supplemented or amended (the "CONFIDENTIAL MEMORANDUM") or any information, documents or material made available to Buyer in certain "data rooms," other management presentations (formal or informal) or in any certificate delivered by Parent pursuant to this Agreement (a) neither Parent, US Holdco nor Merger Sub makes, nor has made, and the Company has not relied on, any representations or warranties relating to Parent, US Holdco, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise other form in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. hereby. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties as expressly set forth in Article V this Agreement (as qualified by including the Parent Disclosure Letterschedules hereto), Seller makes no representation or warranty to Buyer with respect to (a) neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies information set forth in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and Confidential Memorandum or (b) any financial projection or forecast relating to Seller or the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with Purchased Assets, whether or not included in the management of ParentConfidential Memorandum.

No Additional Representations. The Company acknowledges and agrees that, except for the representations and warranties Except as expressly set forth in Article V ARTICLE III, neither the Company nor any of the other Group Companies, or any other Person (including any Representatives of the Group Companies) makes or have made any other representation or warranty with respect to the Group Companies (including their respective business, operations, properties, or Liabilities) express or implied, at law or in equity and any certificate delivered by Parent pursuant to this Agreement (a) neither Parent, US Holdco nor Merger Sub makes, nor has made, and the Company has not relied on, any such other representations or warranties relating are hereby expressly disclaimed including any implied representation or warranty as to Parentcondition, US Holdcomerchantability, Merger Sub suitability or their respective businesses fitness for a particular purpose. Without limiting the foregoing, none of the Group Companies (including any Representative of the Group Companies) makes or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make made any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this AgreementParent, and if madeany Parent securityholder, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials Person with respect to (i) any projections, forecasts, estimates or budgets heretofore delivered to or made available to the Parent, any Parent securityholder or any of their Representatives of future revenues, expenses or expenditures or future results of operations of the Group Companies, or (ii) except as expressly covered by a representation and warranty contained in this ARTICLE III, any other information provided or addressed documents (financial or otherwise) made available to the Parent, any Parent securityholder or any of their respective Representatives with respect to the Group Companies. The Parent and Mxxxxx Sub expressly acknowledge and agree that none of Parent, Merger Sub nor any of their respective agents, employees or Representatives is relying on any other representation 75 or warranty of the Company or any of its Representatives are not and shall not be deemed to be agents, employees or include representations Representatives, including regarding the accuracy or warranties unless completeness of any such materials other representations and warranties, whether express or implied. Parent understands and hereby acknowledges and agrees that neither Parent nor Merger Sub shall have any right to file, bring or make (and hereby expressly waives to the fullest extent allowable under applicable Law the right to file, bring or make) any lawsuit or other claims against the Company under this Agreement or otherwise as a result of any inaccuracies in any such information is or statements unless and solely to the extent that such information or statements (i) are the subject of any an express representation or and warranty set forth in Article V. Without limiting this ARTICLE III, or (ii) Parent can demonstrate the commission of Fraud or an intentional misrepresentation by or on behalf of the Company when such information or such statements were provided or otherwise made; provided, that notwithstanding the foregoing, the Company Parent understands and hereby acknowledges and agrees thatthat neither Parent nor Merger Sub shall have any right to bring (and hereby expressly waives to the fullest extent allowable under applicable Law the right to file, except for bring or make) any remedies available lawsuit or other claims against the Company under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use otherwise arising out of any informationforward looking, documents, projections, forecasts predictive or other material made available to the Company prospective information or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parentstatements.

No Additional Representations. The Company acknowledges (a) Except for the representations and agrees thatwarranties made by Purchaser in this Article IV, neither Purchaser nor any other Person makes any express or implied representation or warranty with respect to Purchaser, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise), or prospects, and Purchaser hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties expressly set forth made by Purchaser in this Article V IV, neither Purchaser nor any other Person makes or has made any representation or warranty to Parent or its Affiliates or Representatives with respect to: (i) any financial projection, forecast, estimate, budget, or prospect information relating to Purchaser, any of its Subsidiaries or their respective businesses; or (ii) any oral or written information presented to Parent or its Affiliates or Representatives in the course of their due diligence investigation of Purchaser, the negotiation of this Agreement, or in any certificate delivered by Parent pursuant to the course of the Transactions. (b) Notwithstanding anything contained in this Agreement (a) to the contrary, Purchaser acknowledges and agrees that neither Parent, US Holdco Parent nor Merger Sub makes, any Company nor any other Person has made, and the Company has not relied on, made or is making any representations or warranties relating to ParentParent or the Companies whatsoever, US Holdcoexpress or implied, Merger Sub or their respective businesses or otherwisebeyond those expressly given by Parent in Article III hereof, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make including any implied representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company accuracy or completeness of any information regarding Parent or the Companies furnished or made available to Purchaser or any of its Representatives are not and shall not be deemed to be or include Representatives. Without limiting the generality of the foregoing, Purchaser acknowledges that no representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement are made with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use of any information, documents, projections, forecasts forecasts, estimates, budgets or other material prospect information that may have been made available to the Company Purchaser or any of its Representatives or Affiliates in connection with the transactions contemplated by this AgreementRepresentatives. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parent.-40-

No Additional Representations. The Offeror acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company, and based thereon and on its own knowledge, has formed an independent judgment concerning the advisability of the Offer and the Issuance. Offeror acknowledges that neither the Company nor any Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company and agrees that, its Subsidiaries furnished or made available to Offeror and its Representatives except for the representations and warranties as expressly set forth in Article V or in any certificate delivered by Parent pursuant to this Agreement (a) neither Parent, US Holdco nor Merger Sub makes, nor has madeIII hereto, and neither the Company has not relied onCompany, any representations its directors, officers, employees, agents or warranties relating to Parentother representatives, US Holdco, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parent, US Holdco, Merger Sub nor any other Person will have or shall be subject to any Liability or other obligation liability to the Company or its Representatives or Affiliates Offeror or any other Person resulting from the Company’s making available to Offeror or its Representatives‘Offeror’ or Affiliates’ s use of such information, including the management presentation materials delivered to Offeror, as subsequently updated, supplemented or amended (the “Confidential Information Memorandum”), or any information, documents, projections, forecasts documents or other material made available to Offeror in the Company due diligence materials provided to Offeror, including in the data room, other management presentations (formal or its Representatives informal) or Affiliates in any other form in connection with the transactions contemplated by this Agreement. Notwithstanding Without limiting the 40 foregoing, nothing in this Section 4.23 is intended the Company makes no representation or shall be deemed warranty to have Offeror with respect to (i) the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies information set forth in the event Confidential Information Memorandum or (ii) any business or financial projection or forecast relating to the Company or any of fraudits Subsidiaries, whether or not included in the Confidential Information Memorandum, the data room or any management presentation. The Company has conducted Offeror, on its own independent investigation behalf and on behalf of Parent and its Subsidiaries and Affiliates, expressly waives any such claim relating to the foregoing matters. Except as expressly set forth in Article III, Offeror is entering into the transactions contemplated hereby without any representations or warranties, express or implied, as to merchantability, satisfactory quality, or fitness for any particular purpose, in an “as is” condition and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parenton a “where is” basis.

No Additional Representations. The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Article V or in any certificate delivered by Parent pursuant to this Agreement (a) neither ParentEach Sterling Party acknowledges that, US Holdco nor Merger Sub makesto its knowledge, nor has madeit and its representatives have been permitted full and complete access to the Acquired Assets that it and its representatives have desired or requested to see or review, and the Company has not relied on, any representations or warranties relating to Parent, US Holdco, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) neither Parentits knowledge, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and representatives have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses meet with the officers and employees of Parent and Seller to discuss the Business. Each Sterling Party acknowledges that none of the Cytec Parties or any other person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Business or the Acquired Assets except as expressly set forth in this Agreement and the Disclosure Schedules. Each Sterling Party further acknowledges that none of the Cytec Parties nor any other person will be subject to any liability to any of the Sterling Parties or any other person resulting from (i) the distribution to Purchaser, or Purchaser's use of, the Confidentiality Memorandum prepared by Goldman, Sachs & Co. dated May, 1996 or any of the documents or matexxxxx xxamined by Purchaser in the "data room" organized by Parent in connection with the Transactions or (ii) the management presentation heretofore made by Parent and Seller to STX Chemicals and STX in connection with the Transactions; provided, however, that nothing in this sentence is intended to or shall in any manner (A) affect any representation, warranty, covenant or indemnity of Parentthe Cytec Parties (or any of them) contained in the Operative Documents (or any of them) or (B) relieve, release or discharge any of the Cytec Parties or any other person from liability resulting from or attributable to its fraud, bad faith or wilful misconduct; and, provided further, that none of the Sterling Parties or the Specified Sterling Representatives shall be deemed for any purpose to have knowledge of any information contained in the documents or materials referred to in clause (i) above solely as a result of such information's inclusion in the data room. Purchaser acknowledges that, should the Closing occur, Purchaser will acquire the Acquired Assets without any representation or warranty as to merchantability or fitness for any particular purpose, in an "as is" condition and on a "where is" basis, except as other wise expressly represented or warranted in this Agreement or the Conveyance Documents.

No Additional Representations. The Company Purchaser acknowledges that it and its Representatives have received or been afforded the opportunity to review prior to the date hereof all written materials that Seller was required to deliver or make available, as the case may be, to Purchaser pursuant to this Agreement on or prior to the date hereof. Purchaser acknowledges that it and its Representatives have been permitted satisfactory access to the books and records, facilities, equipment, Contracts, insurance policies (or summaries thereof) and other properties and assets of Seller and its Affiliates to the extent relating to the Business, the Transferred Entities and the Acquired Assets that it and its Representatives have desired or requested to see and/or review, and that it and its Representatives have had satisfactory opportunity to meet with the officers and employees of Seller and its Affiliates to discuss the Business, the Transferred Entities, the Acquired Assets and the Assumed Liabilities. Purchaser acknowledges and agrees that, except for (a) other than the representations and warranties of Seller expressly set forth in Article V or in any certificate delivered by Parent pursuant to this Agreement (a) neither ParentAgreement, US Holdco nor Merger Sub makes, nor has made, and the Company has not relied on, any there are no representations or warranties relating to Parentof Seller, US Holdcoany Selling Affiliate, Merger Sub or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations Transferred Entities or any other materials person either expressed or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement implied with respect to the representations transactions contemplated hereby, the Business, the Transferred Entities, the Acquired Assets or the Assumed Liabilities, including with respect to the accuracy or completeness of any information regarding the Business, the Transferred Entities, the Acquired Assets or the Assumed Liabilities furnished or made available to Purchaser and warranties expressly set forth its representatives and (b) other than in Article V (as qualified by the Parent Disclosure Letter) neither Parentcase of fraud, US Holdconone of Seller, Merger Sub nor any Selling Affiliate or any other Person will person shall have or be subject to any Liability liability to or other obligation claim to the Company indemnification (whether pursuant to Section 10.01 or its Representatives or Affiliates otherwise) by Purchaser or any other Person person resulting from the Companydistribution to Purchaser, or Purchaser’s or its Representatives’ or Affiliates’ use of of, any such information, including the Confidential Information Memorandum with respect to the Business dated December 2007, and any information, documents, projections, forecasts documents or other material made available to Purchaser and its representatives in certain virtual or physical “data rooms”, management presentations, visits of physical premises (including third party manufacturers anywhere in the Company world) or its Representatives or Affiliates in connection with any other form in expectation of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parenthereby.

No Additional Representations. The Company acknowledges and agrees thatWithout limiting the generality of the foregoing, except for neither the representations and warranties expressly set forth in Article V or in Acquired Companies nor any certificate delivered by Parent pursuant to this Agreement (a) neither Parent, US Holdco nor Merger Sub makesRepresentative of the Acquired Companies, nor any of their employees, officers, directors or shareholders, has made, and the Company has shall not relied onbe deemed to have made, any representations or warranties in the materials relating to Parentthe business and affairs of the Acquired Companies that have been made available to Buyer, US Holdcoincluding due diligence materials, Merger Sub or their respective businesses in any presentation of the business and affairs of the Acquired Companies by the management of the Company or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise others in connection with the transactions contemplated by this Agreementhereby, and if made, no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty must not hereunder or otherwise or deemed to be relied upon by Buyer or Merger Sub in executing, delivering and performing this Agreement and the Company transactions contemplated hereby except as having been authorized by such partyexpressly set forth in Article IV, the certificates to be delivered to Buyer pursuant to Section 8.3 and (c) the Ancillary Agreements. It is understood that any cost estimates, projections, projections or other predictions, any data, any financial information, memoranda, presentations information or any other memoranda or offering materials or information provided presentations, including, but not limited to, any offering memorandum or addressed similar materials made available to the Company or any of its Representatives Buyer, are not and shall not be deemed to be or to include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties as expressly set forth in Article V (as qualified IV, the certificates to be delivered to Buyer pursuant to Section 8.3 and the Ancillary Agreements, and are not and shall not be deemed to be relied upon by the Parent Disclosure Letter) neither Parent, US Holdco, Buyer or Merger Sub nor any other Person will have or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use of any informationin executing, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with delivering and performing this Agreement and the transactions contemplated by this Agreementhereby. Notwithstanding anything to the foregoingcontrary herein, nothing in this Section 4.23 is intended Agreement will limit or shall be deemed exclude any rights of any party to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies this Agreement in the event case of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of ParentFraud.

No Additional Representations. The Company Purchaser acknowledges and agrees agrees, on behalf of itself and its Affiliates, that, except for the representations and warranties expressly set forth contained in Article V or II and in any certificate delivered by Parent pursuant the Company in connection with this Agreement, neither the Company nor any other Person, makes any express or implied representation or warranty with respect to this Agreement (a) neither Parentthe Company, US Holdco nor Merger Sub makesits Subsidiaries or their respective businesses, nor has madeoperations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company has not relied onPurchaser, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties relating to Parentwarranties. In particular, US Holdcowithout limiting the foregoing disclaimer, Merger Sub the Purchaser acknowledges and agrees, on behalf of itself and its Affiliates, that neither the Company nor any other Person, makes or their respective businesses or otherwise, (b) no person has been authorized by Parent, US Holdco or Merger Sub to make made any representation or warranty with respect to, and the Purchaser, on behalf of itself and its Affiliates, hereby disclaims reliance upon (a) any financial projection, forecast, estimate, budget or prospect information relating to themselves the Company, its Subsidiaries or their business respective business, or otherwise in connection with (b) without limiting the transactions contemplated by this Agreement, representations and if made, such representation or warranty must not be relied upon warranties made by the Company as having been authorized by such partyin Article II, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed presented to the Company Purchaser or any of its Representatives are not and shall not be deemed to be Affiliates or include representations or warranties unless any such materials or information is representatives in the subject course of any express representation or warranty set forth in Article V. Without limiting their due diligence investigation of the foregoingCompany, the Company acknowledges and agrees that, except for any remedies available under negotiation of this Agreement with respect to or in the course of the transactions contemplated hereby, or the accuracy or completeness thereof. To the fullest extent permitted by applicable Laws, without limiting the representations and warranties expressly set forth contained in Article V (as qualified by II, other than in the Parent Disclosure Letter) case of fraud, neither Parent, US Holdco, Merger Sub the Company nor any of its Subsidiaries or any other Person will shall have or be subject any liability to any Liability Purchaser or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any other obligation to representation or warranty, either express or implied, included in any information or statements (or any omissions therefrom) provided or made available by the Company or its Representatives Subsidiaries or representatives to the Purchaser or its Affiliates or any other Person resulting from representatives in the course of their due diligence investigation of the Company’s , the negotiation of this Agreement or its Representatives’ or Affiliates’ use in the course of any information, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.23 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parent.ARTICLE IV

No Additional Representations. The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) or in any certificate delivered by Parent pursuant to this Agreement (a) neither Parent, US Holdco nor Parent or Merger Sub makesdoes not make, nor or has made, not made and the Company has not relied on, any express or implied representations or warranties relating to Parent, US Holdco, Merger Sub or their respective businesses or otherwise, otherwise and (b) no person Person has been authorized by Parent, US Holdco Parent or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this AgreementTransactions, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, . The Company further acknowledges and (c) agrees that any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. V or in any certificate delivered by Parent pursuant to this Agreement. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article V (as qualified by the Parent Disclosure Letter) or in any certificate delivered by Parent pursuant to this Agreement, neither Parent, US Holdco, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to the Company or its their Representatives or Affiliates or any other Person resulting from the Company’s or its their Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to the Company or its their Representatives or Affiliates in connection with the transactions contemplated by this AgreementTransactions. Notwithstanding the foregoing, nothing in this Section 4.23 4.21 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud. The Company has conducted its own independent investigation of Parent and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the management of Parent.