Common use of No Other Representations or Warranties Clause in Contracts

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilities.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V III or in any Ancillary Implementing Agreementcertificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, neither projections, estimates, budgets or other information), each of Parent and Purchaser Parent nor Purchaser nor any Sub acknowledges that (x) none of their respective Affiliatesthe Company, Representatives the Company subsidiaries or any other Person makes on behalf of the Company makes, or has made, any express or implied representation or warranty relating to itself or its business or otherwise, in connection with respect this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to Purchaser make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their respective Subsidiaries Representatives, including any materials or Affiliates, the Purchaser Business or with respect information made available to any other information provided, or made available, to Seller Parent or any of and/or its Affiliates or Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated herebyby this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Except Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to the prospects of Purchaser merchantability, satisfactory quality or the Purchaser Business or their profitabilityfitness for any particular purpose, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (in “as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business is” condition and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilitiesa “where is” basis.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V IV or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser Seller Parent, the other Sellers nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser Seller Parent, the other Sellers, the Conveyed Subsidiaries or any of their respective Subsidiaries or Affiliates, the Purchaser Purchased Assets, the Business or with respect to any other information provided, or made available, to Seller Parent Purchaser Parent, Purchaser or any of its their Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V IV or in any Ancillary Implementing Agreement, neither Purchaser Seller Parent nor Purchaser nor any of their respective its Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their its profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent Purchaser Parent, Purchaser or any of its their Affiliates or Representatives in connection with Seller Purchaser Parent’s and Purchaser’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V IV or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser Seller Parent, the other Sellers nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Purchaser Parent, its Purchaser, their Affiliates or Representatives or any other Person resulting from Seller the sale and purchase of the Purchased Assets, or the Business to Purchaser Parent, Purchaser or their Affiliates or Purchaser Parent’s or Purchaser’s use of, or the use by any of its their Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material (including any Evaluation Material (as defined in the Confidentiality Agreement)) made available to Seller Purchaser Parent, its Purchaser, their Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Seller Parent, Purchaser the other Sellers or any of their respective Affiliates or Representatives. Each of , or Purchaser Parent, Purchaser or their Affiliates or Representatives. Each of Seller Parent and the other Sellers and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V IV or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Seller Parent, Purchaser the other Sellers nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Excluded Assets, Retained Businesses or Purchaser Parent Retained Liabilities.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement3, neither Purchaser Parent nor Purchaser Seller nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser its Affiliates or any of their respective Subsidiaries stockholders, trustees, members, fiduciaries or Affiliatesrepresentatives, the Purchaser Business nor any other Person has made or is making any other representation or warranty of any kind or nature whatsoever, oral or written, express or implied, with respect to any other information providedthe Company, this Agreement, the Ancillary Agreements or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V 3, Seller disclaims, on behalf of itself and its Affiliates, (a) any other representations or in warranties, whether made by Seller, any Ancillary Implementing Agreementof its Affiliates or their respective stockholders, trustees, members, fiduciaries or representatives or any other Person and (b) all liability and responsibility for any other representation, warranty, opinion, projection, forecast, advice, statement or information made, communicated or furnished. Notwithstanding anything to the contrary contained in this AgreementNeither Seller, neither Purchaser Parentany of its Affiliates, Purchaser nor any of their respective stockholders, trustees, members, fiduciaries or representatives nor any other Person has made or is making any representations or warranties to Buyer or its Affiliates makes or any express other Person regarding the probable success or implied representation profitability of the Company (whether before or warranty with respect after the Closing), including regarding the possibility or likelihood of any application, challenge, Proceeding or review, regulatory or otherwise, including any increase, decrease or plateau in the volume of product or service, or revenue derived therefrom, related to the Purchaser Parent Retained Businesses Company’s business. Neither Seller, any of its Affiliates, any of their respective stockholders, trustees, members, fiduciaries or Purchaser Parent Retained Liabilitiesrepresentatives nor any other Person will have or be subject to any liability or indemnification obligation to Buyer or its Affiliates or any other Person resulting from the delivery, dissemination or any other distribution to Buyer or its Affiliates or any other Person, or the use by Buyer or its Affiliates or any other Person, of any such information provided or made available to them by or on behalf of Seller, any of its Affiliates or any of their respective stockholders, trustees, members, fiduciaries or representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer or its Affiliates or any other Person in certain “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the transactions contemplated by this Agreement.

No Other Representations or Warranties. (a) Except for the representations and warranties contained expressly set forth in this Article V 5, none of Parent, Merger Sub or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or Affiliates nor any other Person makes on behalf of any of them is making or has made any express or implied representation or warranty warranties of any kind or nature whatsoever, including with respect to Purchaser Parent Parent, its Subsidiaries or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business businesses or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in Company, the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser Company Subsidiaries or any of their respective Representatives or Affiliates in connection with the Transactions, including the accuracy or Representativescompleteness thereof, and Parent and Merger Sub hereby expressly disclaim any such other representations or warranties. Each of Purchaser Parent, Purchaser Parent and their respective Affiliates disclaims any Merger Sub acknowledge and all representations and warranties, whether express or impliedagree that, except for the representations and warranties contained made by the Company in this Article V Agreement (as qualified by the applicable items disclosed in the Company Disclosure Letter), neither the Company nor any other Company Related Party is making or has made any representations or warranties, expressed or implied, at law or in equity, with respect to or on behalf of the Company or any of the Company Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or any of the Company Subsidiaries or any other matter furnished or provided to Parent or Merger Sub or Made Available to Parent, Merger Sub or their Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any Ancillary Implementing Agreementother form in expectation of, or in connection with, this Agreement or the Transactions. Notwithstanding anything Parent and Merger Sub are not relying and specifically disclaim that they are relying upon or have relied upon any such other representations or warranties that may have been made by any Person, and acknowledge and agree that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Parent and Merger Sub have conducted their own independent investigation of the Acquired Companies and the Transactions and have had an opportunity to discuss and ask questions regarding the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any Acquired Companies’ businesses with the management of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained LiabilitiesCompany.

No Other Representations or Warranties. (a) Parent and Merger Sub each 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. Except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in Article III and the representations certificate delivered by the Company pursuant to Section 6.02(a), Parent and warranties contained in this Article V or in any Ancillary Implementing Agreement, Merger Sub hereby agree and acknowledge that (i) neither Purchaser Parent nor Purchaser the Company nor any of their respective Affiliatesits Subsidiaries, Representatives or nor any other Person Person, has made any representation or warrantyis making, express or impliedand Parent and Merger Sub are not relying on, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect to any information made available to Parent, Merger Sub or any of their respective Representatives or Affiliates or any information developed by Parent, Merger Sub or any of their respective Representatives or Affiliates based thereon and (ii) neither the Company nor any of its Subsidiaries, nor any other Person, will have or be subject to any liability to Parent Retained Businesses or Purchaser Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Representatives or Affiliates, or the use by Parent, Merger Sub or any of their respective Representatives or Affiliates, of any information made available to Parent, Merger Sub or any of their respective Representatives or Affiliates, including in any “data rooms” or management presentations, in anticipation or contemplation of any of the Transactions. Parent Retained Liabilitiesand Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub and their respective Affiliates and Representatives have relied on the results of their own independent investigation and have not relied on any express or implied representations or warranties regarding the Company and its Subsidiaries other than those expressly set forth in Article III and the certificate delivered by the Company pursuant to Section 6.02(a).

No Other Representations or Warranties. Company acknowledges and agrees that it (a) has had an opportunity to discuss the business of Parent and its Subsidiaries with the management of Parent, (b) has had reasonable access to the books and records of Parent and its Subsidiaries, (c) has been afforded the opportunity to ask questions of and receive answers from officers of Parent and (d) has conducted its own independent investigation of Parent and its Subsidiaries, their respective businesses and the transactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person on behalf of Parent, Merger Sub or any of their Subsidiaries, other than the representations and warranties of Parent and Merger Sub expressly contained in Article IV of this Agreement. Company acknowledges that neither Parent nor Merger Sub makes any express or implied representations or warranties as to any matter whatsoever except as expressly set forth in Article IV, including with respect to any information furnished, disclosed or made available to Company or its representatives in the course of their due diligence investigation of Parent and the negotiation of this Agreement, or otherwise in connection with the transactions contemplated hereby. The representations and warranties set forth in Article IV are made solely by Parent and Merger Sub, and no representative of Parent or Merger Sub shall have any responsibility or liability related thereto. Except for the representations and warranties contained in this Article V or in any Ancillary Implementing AgreementIII, neither Purchaser Parent Company nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent Company and its Subsidiaries, or Purchaser or any of their respective Subsidiaries businesses, operations, assets, liabilities, conditions (financial or Affiliatesotherwise) or prospects, the Purchaser Business and Company hereby disclaims any such other representations or warranties, including with respect to any other financial projection, forecast, estimate, budget or prospective information providedrelating to Company, any of its Subsidiaries or made available, their respective businesses or any oral or written information presented to Seller Parent or any of its Parent’s Affiliates or Representatives representatives in connection with the course of their due diligence investigation of Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilities.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in any Ancillary Implementing Agreementwritten, neither Purchaser Parent electronic or oral form, and that no Seller nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or AffiliatesSeller, the Purchaser Business Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other information provided, material of any nature made available or made available, provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Seller Parent Buyer or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V Advisors on behalf of Sellers or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective AffiliatesAffiliates or Advisors, Representatives or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person has made any representation or warrantyPerson, express or implied, as resulting from the distribution to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent Buyer or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will haveAdvisors, or be subject to, any Liability Buyer’s or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates Affiliates’ or Representatives ofAdvisors’ use of or reliance on, any such information, including the Information Presentation, the Projections, any information, including informationstatements, disclosures, documents, projections, forecasts, business plans forecasts or other material made available to Seller Parent, Buyer or any of its Affiliates or Representatives Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings this Agreement or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty discussions with respect to any of the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilitiesforegoing information.

No Other Representations or Warranties. (a) Except for the representations and warranties contained expressly set forth in this Article V 4, none of the Company or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or its Affiliates nor any other Person makes on behalf of any of them is making or has made any express or implied representation or warranty warranties of any kind or nature whatsoever, including with respect to Purchaser Parent the Company, the Company Subsidiaries or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business businesses or with respect to any other information provided, or made availableMade Available, to Seller Parent Parent, Merger Sub or any of its their respective Representatives or Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this AgreementTransactions, including as to the accuracy or completeness thereof or and the reasonableness of any assumptions underlying Company hereby expressly disclaims any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied. The Company acknowledges and agrees that, except for the representations and warranties contained made by Parent and Merger Sub in this Article V Agreement (as qualified by the applicable items disclosed in the Parent Disclosure Letter), none of Parent, Merger Sub or any other Person is making or has made any representations or warranties, expressed or implied, at law or in equity, with respect to or on behalf of Parent, Merger Sub or any of their Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent, Merger Sub or any of their Subsidiaries or any other matter furnished or provided to the Company or Made Available to the Company or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any Ancillary Implementing Agreementother form in expectation of, or in connection with, this Agreement or the Transactions. Notwithstanding anything to the contrary contained in this AgreementThe Company is not relying upon and specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person, neither Purchaser and acknowledges and agrees that Parent, Purchaser nor Merger Sub and their Affiliates have specifically disclaimed and do hereby specifically disclaim any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilitiessuch other representations and warranties.

No Other Representations or Warranties. (a) Except for Other than the representations and warranties contained expressly set forth in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any none of their respective AffiliatesParent, Representatives Merger Sub or any other Person on behalf of Parent or Merger Sub makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates Subsidiaries, and the Company is not relying on any representation or Representatives warranty other than those expressly set forth in this Agreement. Parent and Merger Sub each agrees that, other than the representations and warranties expressly set forth in this Agreement, neither the Company nor any of its Subsidiaries makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the transactions contemplated hereby. Except as Merger, and Parent and Merger Sub are not relying on any representation or warranty other than those expressly set forth in this Agreement. In particular, without limiting the representations and warranties contained in this Article V or in any Ancillary Implementing Agreementforegoing, neither Purchaser Parent nor Purchaser nor any none of their respective Affiliates, Representatives the Company or any other Person makes or has made any representation or warranty, express or implied, as warranty to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser Merger Sub or any of their respective Affiliates or Representatives. Each Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of Purchaser Parent, Purchaser and its Affiliates or any of their respective Affiliates disclaims businesses (including SpinCo) unless any and all representations and warrantiessuch information is expressly included in a representation or warranty of the Company to Parent or Merger Sub contained in this Agreement or any ancillary agreement or other document delivered in connection with this Agreement or the transactions contemplated hereby, whether express or implied(b) any oral or, except for the representations and warranties contained made by the Company in SECTION 3 or any ancillary agreement or other document delivered in connection with this Article V Agreement or in any Ancillary Implementing Agreement. Notwithstanding anything the transactions contemplated hereby, written information made available to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor Merger Sub or any of their respective Affiliates makes any express or implied representation Representatives in the course of their evaluation of the Company, SpinCo, the SpinCo Assets or warranty with respect to the Purchaser Parent Retained Businesses SpinCo Liabilities, the negotiation of this Agreement or Purchaser Parent Retained Liabilities.in the course of the transactions contemplated by this Agreement. SECTION 5 - COVENANTS AND OTHER AGREEMENTS

No Other Representations or Warranties. (a) Except The parties acknowledge and agree that except for the representations and warranties contained made by the Seller in this Article V or in any Ancillary Implementing AgreementArticles III and IV hereof, neither Purchaser Parent nor Purchaser the Seller does not (nor any Person on behalf of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made Seller) make any representation or warranty, express or implied, as at Law or in equity, with respect to the prospects of Purchaser or the Purchaser Business Acquired Entities, or their profitabilityrespective businesses, operations, assets, liabilities, condition (financial or otherwise), prospects (financial or otherwise) or risks, including with respect to merchantability or fitness for any particular purpose, or with respect to any financial projections or forecasts, projections notwithstanding the delivery or business plans or other information (including any Evaluation Material (as defined in disclosure to the Confidentiality Agreement)) delivered to Seller Parent Purchaser or any of its Affiliates or Representatives representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, the Seller shall not have made, or shall not be deemed to have made, any representations or warranties in the Confidential Information Memorandum dated October 2011 (the “Information Memorandum”), in the management presentations relating to the Acquired Entities presented to the Purchaser on December 15, 2011 and January 12, 2012 or in any presentation of the Acquired Entities in connection with Seller Parent’s review of Purchaser the Transactions, or in any other written materials delivered to the Purchaser Business in connection with any other such presentation (collectively, the “Offering Materials and Presentations”), and no statement contained in the negotiation Offering Materials and execution Presentations shall be deemed a representation or warranty hereunder or otherwise. Except as otherwise expressly provided herein, the Acquired Entities are being transferred “as is, where is and with all faults”. Any claims the Purchaser may have for breach of this Agreementrepresentation or warranty in connection with the Transactions shall be based solely on the representations and warranties set forth in Articles III and IV and any such other representations and warranties are hereby disclaimed. The parties further acknowledge and agree that the Seller has not made (nor any Person on behalf of the Seller) any representation or warranty, including express or implied, at Law or in equity, as to the accuracy or completeness thereof of any information regarding the Acquired Entities or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent Transactions not expressly provided set forth in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, and neither Purchaser Parent nor Purchaser the Seller, nor any of their respective its Affiliates, Representatives or any other Person will have, have or be subject toto any liability to the Purchaser, any Liability or other obligation to Seller Parent, of its Affiliates or Representatives representatives or any other Person resulting from Seller Parentthe distribution to the Purchaser or its representatives or the Purchaser’s use of, or the use by of any of its Affiliates or Representatives of, any such information, including information, documents, projections, forecasts, business plans any document or other material made available to Seller Parent, its Affiliates or Representatives by any means, including information in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect form provided to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilitiesits representatives in connection with the Transactions.

No Other Representations or Warranties. (a) Except Buyer acknowledges that, except for the representations and warranties contained in this Article V or in any Ancillary Implementing AgreementV, neither Purchaser Parent Sellers nor Purchaser nor any of their respective Affiliates, Representatives or any other Person on behalf of Sellers makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any Sellers (including representations and warranties as to the condition of their respective Subsidiaries or Affiliates, the Purchaser Business Acquired Assets) or with respect to any information provided by or on behalf of Sellers to Buyer. Neither Sellers nor any other information providedPerson will have or be subject to any liability or indemnification obligation to Buyer or any other Person resulting from the distribution to Buyer, or use by Buyer, of any such information, including any information, documents, projections, forecasts or other material made availableavailable to Buyer in any “data rooms,” “data sites,” responses to inquiries, to Seller Parent confidential information memoranda or any management presentations in expectation of its Affiliates or Representatives in connection with the transactions contemplated herebyby this Agreement or any other Transaction Document. Any documents, title information, assessments, surveys, plans, specifications, reports and studies, or other information made available to Buyer by Sellers or their Representatives, including any other material made available to Buyer in any “data rooms,” “data sites,” responses to inquiries, confidential information memoranda or management presentations (collectively, “Review Documents”) are provided as information only. Buyer shall not rely upon Sellers’ provision of any Review Document(s) in lieu of conducting its own due diligence. Except as expressly set forth in for the specific representations and warranties contained in this Article V (in each case as modified by the Disclosure Schedules hereto), Sellers have not made, do not make, and have not authorized anyone else to make any representation as to: (i) the accuracy, reliability or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor completeness of any of their respective Affiliatesthe Review Documents; (ii) the operating condition of the Acquired Assets; (iii) the environmental conditions of the Real Property INCLUDING, Representatives or any other Person has made any representation or warrantyWITHOUT LIMITATION, express or implied, as to THE PRESENCE OR ABSENCE OF ANY HAZARDOUS SUBSTANCES; (iv) the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use enforceability of, or Buyer’s ability to obtain the use by any of its Affiliates or Representatives benefits of, any informationagreement of record affecting the Acquired Assets, including information, documents, projections, forecasts, business plans (v) the transferability or assignability of any Contract or Permit or (vi) any other material made available to Seller Parent, its Affiliates matter or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours thing affecting or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything relating to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained LiabilitiesAcquired Assets.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V IV or in the other Transaction Documents, Purchaser acknowledges and agrees that none of the Other Sellers, Seller, any Ancillary Implementing Agreement, neither Purchaser Parent Subsidiaries or Affiliates of the Other Sellers or Seller nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express other express, implied or implied statutory representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliatesthe Purchased Subsidiary Interests, the Purchaser Business Business, the Purchased Assets, Purchased Seller Subsidiaries, the Assumed Liabilities or with respect to any other information providedotherwise, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent implied warranties of merchantability, fitness for a particular purpose, title, enforceability or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreementnon-infringement, including as to (a) the accuracy physical condition or completeness thereof usefulness for a particular purpose of the real or tangible personal property included in the Purchased Assets, (b) the use of the Purchased Assets and Purchased Seller Subsidiaries, and the operation of the Business by Purchaser after the Closing in any manner other than as used and operated by the Other Sellers, Seller or the reasonableness Purchased Seller Subsidiaries, or (c) the probable success or profitability of any assumptions underlying any such forecaststhe ownership, projections use or business plans or other informationoperation of the Business by Purchaser after the Closing. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V IV or in any Ancillary Implementing Agreementthe other Transaction Documents, all Purchased Assets are conveyed on an “AS IS” and “WHERE IS” basis. Notwithstanding anything to Except for the contrary representations and warranties contained in this AgreementArticle IV or in the other Transaction Document and the indemnification obligations set forth in Article IX hereof, neither the Other Sellers, Seller or any other Person will not have or be subject to any liability or indemnification obligation to Purchaser Parent, Purchaser nor or any of their respective Affiliates makes other Person for any express or implied representation or warranty with respect information provided to the Purchaser Parent Retained Businesses or its representatives relating to the Business or otherwise in expectation of the transactions contemplated by this Agreement and any information, document, or material made available to Purchaser Parent Retained Liabilitiesor its counsel or other representatives in Purchaser’s due diligence review, including in certain “data rooms” (electronic or otherwise) or management presentations. The representations, warranties, covenants and obligations of Purchaser, and the rights and remedies that may be exercised by Purchaser shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, Purchaser or any of its representatives.

No Other Representations or Warranties. (a) Parent and Merger Sub each 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. Except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in Article III and the representations certificate delivered by the Company pursuant to Section 6.02(a), Parent and warranties contained in this Article V or in any Ancillary Implementing Agreement, Merger Sub hereby agree and acknowledge that (i) neither Purchaser Parent nor Purchaser the Company nor any of their respective Affiliatesits Subsidiaries, Representatives or nor any other Person Person, has made any representation or warrantyis making, express or impliedand Parent and Merger Sub are not relying on, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect to any information made available to Parent, Merger Sub or any of their respective Representatives or Affiliates or any information developed by Parent, Merger Sub or any of their respective Representatives or Affiliates based thereon and (ii) neither the Company nor any of its Subsidiaries, nor any other Person, will have or be subject to any liability to Parent Retained Businesses or Purchaser Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Representatives or Affiliates, or the use by Parent, Merger Sub or any of their respective Representatives or Affiliates, of any information made available to Parent, Merger Sub or any of their respective Representatives or Affiliates, including in any “data rooms” or management presentations, in anticipation or contemplation of any of the Transactions. Parent Retained Liabilitiesand Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub and their respective Affiliates and Representatives have relied on the results of their own independent investigation and have not relied on any express or implied representations or warranties regarding the Company, its Subsidiaries other than those expressly set forth in Article III and the certificate delivered by the Company pursuant to Section 6.02(a).

No Other Representations or Warranties. (a) Buyer acknowledges that the detailed representations and warranties set forth in this Agreement have been negotiated at arm’s length among sophisticated business entities. Except for the representations and warranties contained set forth in this Article V or in any Ancillary Implementing AgreementSection 3.1, neither Purchaser Parent nor Purchaser nor any Buyer acknowledges that none of their respective AffiliatesParent, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser Performance Packaging or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent Affiliates or any person or entity acting on behalf of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliatesthe foregoing, Representatives including Mesirow Financial, Inc., makes or any other Person has made any other express or any implied representation or warranty, express or implied, as warranty to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including Buyer as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying information regarding Parent, Performance Packaging, the Business or any such forecasts, projections or business plans or other informationmatter relating to the transactions contemplated by this Agreement. Except to the extent set forth in a representation or warranty set forth in Section 3.1, Buyer further agrees that neither Parent nor any other person or entity shall have or be subject to any liability to Buyer or any other person or entity resulting from the distribution to Buyer, or Buyer’s use, of any such information, including any information, document or material made available or provided to Buyer in certain “data rooms,” management presentations, offering or information memoranda or any other form in expectation of the transactions contemplated hereby. Buyer acknowledges that the burden to conduct an investigation of Parent, Performance Packaging and the Business lies solely with Buyer and that Buyer bears the risk that any information, document or material made available or provided to Buyer in the course of its investigation is inaccurate or incomplete, except to the extent otherwise expressly provided set forth in this Agreement Agreement. Except with respect to the representations and warranties contained set forth in this Article V or Section 3.1, Buyer is acquiring the assets of Performance Packaging that are being transferred to Buyer upon the acquisition by Buyer of the Performance Packaging Stock, AS IS, WHERE IS. PARENT DISCLAIMS ALL OTHER EXPRESS AND ALL IMPLIED WARRANTIES RELATING THERETO, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The foregoing shall not (a) constitute a disclaimer as to any representations and warranties set forth in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, the Transition Services Agreement or the use by Escrow Agreement or (b) limit or otherwise affect either Party’s rights with respect to any representations and warranties set forth in the Transition Services Agreement or the Escrow Agreement. References herein to representations and warranties set forth in Section 3.1 refer to such representations and warranties made either upon execution of its Affiliates this Agreement or Representatives ofat Closing, any informationas applicable given the context. Without limitation, including informationin connection with Buyer’s investigation of Performance Packaging and the Business, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, Buyer has received from or on behalf ofof Parent or its Affiliates certain estimates, Purchaser projections and other forecasts and plans, including projected statements of operating revenues and income from operations of the Business for the fiscal years 2010, 2011, 2012, 2013 and 2014 and certain business plan information for such fiscal years. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties, that Buyer 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 and forecasts) and that Buyer shall have no claim against Parent, Purchaser any Affiliate of Parent or any person or entity acting on behalf of their respective Affiliates Parent or Representativesany Affiliate of Parent with respect thereto, except to the extent any such estimate, projection or other forecast or plan is expressly the subject of a warranty set forth in Section 3.1. Each None of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express Affiliate of Parent or implied, except for the representations and warranties contained in this Article V any person or in entity acting on behalf of Parent or any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any Affiliate of their respective Affiliates Parent makes any express or implied representation or warranty with respect to such estimates, projections and other forecasts and plans (including the Purchaser Parent Retained Businesses reasonableness of the assumptions or Purchaser Parent Retained Liabilitiesthe accuracy of the information underlying such estimates, projections and forecasts), except to the extent expressly set forth in Section 3.1.

No Other Representations or Warranties. Except as expressly set forth in this Article III, Buyer makes no representation or warranty, express or implied, at law or in equity, with respect to Buyer, its Affiliates, its businesses or financial condition or any of its assets, liabilities or operations or any other matter, and any such other representations or warranties are hereby disclaimed. Buyer acknowledges that (a) it has received access to certain books and records, facilities, equipment, Contracts and other assets of Seller and Seller Parent related to the Business, and (b) that Buyer and its Affiliates and representatives have had an opportunity to meet with the management of Seller and Seller Parent to discuss the Business. Buyer has conducted its own independent investigation, review, analysis and evaluation of the Business to assist Xxxxx in making an informed decision with respect to the purchase of the Purchased Assets and the Business, the assumption of the Assumed Liabilities and the execution of this Agreement and the Ancillary Agreements and, with respect to the transactions contemplated by this Agreement, and has relied on the representations and warranties of Seller and Seller Parent in Article II. Except for the representations and warranties contained expressly set forth in this Article V or in any Ancillary Implementing AgreementII, neither Purchaser Buyer hereby acknowledges that none of Seller, Seller Parent nor Purchaser nor any of their respective Affiliates, Representatives has made or is making any other Person makes any express or implied representation or warranty with respect to Purchaser Seller, Seller Parent or Purchaser their respective Affiliates, or any business (including the Business) or operations. Except for those representations and warranties expressly set forth in Article II, Xxxxx has not relied, is not relying and specifically disclaims all reliance upon any representations or warranties that may have been made by Seller, Seller Parent, any other Person or any of their respective Subsidiaries or AffiliatesRepresentatives, the Purchaser Business or with respect to any other information provided, or made available, to and acknowledges and agrees that Seller and Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the have specifically disclaimed and do hereby specifically disclaim all such other representations and warranties contained warranties. For the elimination of doubt, nothing in this Article V Section 3.7 or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided elsewhere in this Agreement with respect to the representations and warranties contained in this Article V limits any claim, right or in remedy that Buyer may have against any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except Party for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained LiabilitiesFraud.

No Other Representations or Warranties. (a) Except for the representations and warranties contained made by the Company in this Article V or III (as qualified by the applicable items disclosed in any Ancillary Implementing Agreementthe Company Disclosure Schedule in accordance with the introduction to this Article III), neither Purchaser Parent the Company nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express expressed or implied, as to the prospects of Purchaser at law or the Purchaser Business or their profitabilityin equity, or with respect to any forecastsor on behalf of the Company or its Subsidiaries, projections their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreementfinancial results, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documentsestimates, projections, forecasts, business plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other material matter furnished or provided to Parent, Merger Sub or Merger Sub II or made available to Seller Parent, its Affiliates Merger Sub or Representatives by any means, including Merger Sub II in any “data rooms,” “virtual data roomrooms,” management presentations or in any other form in expectation of, confidential information memorandumor in connection with, management presentationsthis Agreement or the transactions contemplated hereby. The Company and its Subsidiaries disclaim any other representations or warranties, offering materials, site tours or visits, diligence calls or meetings whether made by the Company or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser The Company acknowledges and their respective Affiliates disclaims any and all representations and warranties, whether express or impliedagrees that, except for the representations and warranties contained made by Parent, Merger Sub and Merger Sub II in this Article V IV (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with the introduction to Article IV), none of Parent, Merger Sub, Merger Sub II or any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent, Merger Sub, Merger Sub II or their respective Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent, Merger Sub, Merger Sub II or their respective Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained other form in expectation of, or in connection with, this Agreement, neither Purchaser or the transactions contemplated hereby or thereby. The Company specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that Parent, Purchaser nor Merger Sub and Merger Sub II and their Affiliates have specifically disclaimed and do hereby specifically disclaim any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilitiessuch other representations and warranties.

No Other Representations or Warranties. (a) Except for the representations and warranties contained expressly set forth in this Article V 4 or in any Ancillary Implementing Agreementother agreement or certificate delivered in connection with the Transactions, neither Purchaser Parent nor Purchaser nor none of the Company or any of their respective Affiliates, Representatives or its Affiliates nor any other Person makes on behalf of any of them is making or has made any express or implied representation or warranty warranties of any kind or nature whatsoever, including with respect to Purchaser Parent the Company, the Company Subsidiaries or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business businesses or with respect to any other information provided, or made availableMade Available, to Seller Parent Parent, Merger Sub or any of its Affiliates or their respective Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this AgreementTransactions, including as to the accuracy or completeness thereof or and the reasonableness of any assumptions underlying Company hereby expressly disclaims any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied. The Company acknowledges and agrees that, except for the representations and warranties contained made by Parent and Merger Sub in this Article V 5 (as qualified by the applicable items disclosed in the Parent Disclosure Letter) or in any Ancillary Implementing Agreement. Notwithstanding anything to other agreement or certificate delivered in connection with the contrary contained in this AgreementTransactions, neither Purchaser none of Parent, Purchaser nor Merger Sub or any other Person is making or has made any representations or warranties, expressed or implied, at law or in equity, with respect to or on behalf of Parent, Merger Sub or any of their respective Affiliates makes Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any express information regarding Parent, Merger Sub or implied representation any of their Subsidiaries or warranty with respect any other matter furnished or provided to the Purchaser Parent Retained Businesses Company or Purchaser Parent Retained LiabilitiesMade Available to the Company or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions. The Company is not relying upon and specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that Parent, Merger Sub and their Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations or Warranties. (a) Except for the representations and warranties contained expressly set forth in this Article V 5, none of Parent, Merger Sub or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or its Affiliates nor any other Person on behalf of any of them makes or has made any express or implied representation or warranty with respect to Purchaser Parent Parent, its Subsidiaries or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business businesses or with respect to any other information provided, or made available, to Seller Parent the Company, its Subsidiaries or any of its their respective Representatives or Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this AgreementTransactions, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other informationthereof. Except to the extent expressly provided in this Agreement with respect to the representations Parent and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser Merger Sub acknowledge and their respective Affiliates disclaims any and all representations and warranties, whether express or impliedagree that, except for the representations and warranties contained made by the Company in this Article V 4 (as qualified by the applicable items disclosed in the Company Disclosure Schedules), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect with respect to or on behalf of the Company or any of its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or any of its Subsidiaries or any other matter furnished or provided to Parent or Merger Sub or made available to Parent, Merger Sub or their Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any Ancillary Implementing Agreementother form in expectation of, or in connection with, this Agreement or the Transactions. Notwithstanding anything Parent and Merger Sub are not relying and specifically disclaim that they are relying upon or have relied upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Parent and Merger Sub have conducted their own independent investigation of the Company and its Subsidiaries and the Transactions and have had an opportunity to discuss and ask questions regarding the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any Company and its Subsidiaries’ businesses with the management of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained LiabilitiesCompany.

No Other Representations or Warranties. (a) Except for the express written representations and warranties contained made by Purchaser and Parent in this Article V or Agreement and in any Ancillary Implementing instrument or other document delivered pursuant to this Agreement, neither Purchaser none of Purchaser, Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Purchaser, Parent or any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the transactions contemplated by this Agreement, and Purchaser and Parent expressly disclaims any such other representations or warranties and the Company acknowledges and agrees that it has relied solely on the results of its and its Subsidiaries’ and its and their respective Representatives’ independent investigations, and none of the Company or any of its Subsidiaries or any of its or their respective Representatives has relied on and none are relying on any representations or warranties regarding Purchaser and Parent or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with their respective Representatives, other than the transactions contemplated hereby. Except as express written representations and warranties expressly set forth in this Agreement and in any instrument or other document delivered pursuant to this Agreement; provided, however, that notwithstanding anything to the contrary set forth in the foregoing provisions of this Schedule B21, nothing in this Schedule B21 shall limit the Company’s remedies with respect to claims of fraud in connection with, arising out of or otherwise related to the express written representations and warranties contained made by Purchaser or Parent in this Article V or Agreement and in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives instrument or other document delivered pursuant to this Agreement or any other Person has made Intentional Breach of any representation or representation, warranty, express covenant or impliedagreement in this Agreement. EXHIBIT A FORM OF APPROVAL RESOLUTION (attached) EXHIBIT A FORM OF APPROVAL RESOLUTION BE IT RESOLVED as an ordinary resolution that: 1. The issuance by Cronos Group Inc. (the “Company”) to Altria Summit LLC (“Purchaser”) in a private placement transaction (the “Investment”) of (i) 146,220,892 common shares (“Common Shares”) in the capital of the Company (subject to adjustment in accordance with the terms of the Subscription Agreement (as defined below)) and (ii) one warrant (the “Warrant”) of the Company entitling the holder thereof, upon the valid exercise thereof, to acquire, accept and receive from the Company an aggregate of 72,207,848 Common Shares (subject to adjustment in accordance with the terms of the Subscription Agreement and to the terms and conditions of the warrant certificate (the “Warrant Certificate”) representing and evidencing the Warrant, including those relating to the adjustment of the number of Common Shares issuable upon the exercise of the Warrant), in each case subject to the terms and conditions of the subscription agreement, dated as of December 7, 2018, entered into by and among the Company, Purchaser and Altria Group, Inc. (“Parent”), as the same may be amended, supplemented or otherwise modified from time to time in accordance with the prospects of Purchaser or terms therein (the Purchaser Business or their profitability“Subscription Agreement”), or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material which Investment could “materially affect control” (as defined in the Confidentiality Agreement)Toronto Stock Exchange Company Manual, as amended) delivered to Seller Parent or any of the Company, and the performance by the Company of its Affiliates or Representatives obligations under the Subscription Agreement and the Warrant Certificate, all as more particularly described in the management information circular of the Company dated [•], [2018] (the “Company Circular”) filed in connection with Seller Parent’s review special meeting of Purchaser shareholders of the Company expected to be held on [•] [•], 2019 (the “Company Meeting”), as it may be amended, modified or supplemented from time to time in accordance with the Purchaser Business and the negotiation and execution of this Subscription Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations is hereby authorized and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilitiesapproved.

No Other Representations or Warranties. (a) Except for the representations and warranties contained expressly set forth in this Article V or in any Ancillary Implementing Agreement3 (as qualified by the Company Disclosure Letter), neither Purchaser Parent nor Purchaser nor none of the Company, any of their respective Affiliates, Representatives its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and each of Parent and Merger Sub, on its own behalf and on behalf of Parent’s Representatives, acknowledges and agrees that it has not relied, and disclaims reliance, on any such representation or warranty) with respect to Purchaser Parent the Company, the Company Subsidiaries or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business businesses or with respect to any other information provided, or made available, to Seller Parent, Merger Sub or the Parent Representatives or affiliates or any of its Affiliates or Representatives other Person in connection with the transactions contemplated hereby, including the accuracy or completeness thereof. Except as expressly set forth in Without limiting the representations and warranties contained in this Article V or in any Ancillary Implementing Agreementforegoing, neither Purchaser Parent nor Purchaser the Company nor any of their respective Affiliatesother Person will have or be subject to any liability or other obligation to Parent, Merger Sub or the Parent Representatives or affiliates or any other Person has made any representation or warranty, express or implied, as to (and each of Parent and Merger Sub acknowledges and agrees that neither the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent Company nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, have or be subject to, to any Liability such liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person obligation) resulting from Seller Parent’s, Merger Sub’s use of, or the Parent Representatives’ or affiliates’ use by of any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans forecasts or other material made available to Seller Parent, its Affiliates Merger Sub or the Parent Representatives by any meansor affiliates, including any information made available in any virtual the electronic data roomroom maintained by the Company for purposes of the transactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memorandummemoranda, management presentations, offering materialsfunctional “break-out” discussions, site tours or visits, diligence calls or meetings or any documents prepared by, or responses to questions submitted on behalf of, Purchaser of Parent, Purchaser Merger Sub or the Parent Representatives or in any of their respective Affiliates other form in connection with the transactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties warranty contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to 3 (as qualified by the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained LiabilitiesCompany Disclosure Letter).

No Other Representations or Warranties. Each Buyer acknowledges that it has conducted to its satisfaction an independent investigation and verification of the Sold Assets and Assumed Liabilities and, in making its determination to proceed with the transactions contemplated by this Agreement, such Buyer has relied solely on (a) Except for the results of its own independent investigation and verification and (b) the representations and warranties contained of Ferro expressly and specifically set forth in this Article V or V, as modified by the Schedules attached hereto, and has not relied on anything else. The representations and warranties of Ferro in any Ancillary Implementing AgreementArticle V, neither Purchaser Parent nor Purchaser nor any as modified by the Schedules, constitute the sole and exclusive representations and warranties of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect Ferro to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives Buyers in connection with the transactions contemplated hereby. Except as expressly set forth in the Each Buyer understands, acknowledges and agrees that all other representations and warranties contained in this Article V of any kind or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives nature expressed or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information implied (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying of the information provided to Buyers in the due diligence process, or any information relating to the future or historical financial condition, results of operations, quality, quantity or condition of the Sold Assets or relating to any other information provided to Buyers) are specifically disclaimed by Sellers, and Buyers and their respective Affiliates, and their respective officers, directors, partners, members, employees, agents, representatives, successors and permitted assigns have not and will not rely on any such forecastsinformation, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained and such information and such other representations and warranties will not (except as otherwise expressly represented and warranted to in this Article V or in of this Agreement) form the basis of any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor claim against Sellers of any of their respective Affiliates, Representatives Affiliates or representatives with respect thereto or with respect to any related matter. Neither of the Sellers nor any other Person will have, have or be subject to, to any Liability or other obligation liability to Seller Parent, its Affiliates or Representatives Buyers or any other Person resulting from Seller Parent’s use ofthe distribution to Buyers, or the Buyers’ use by of any of its Affiliates or Representatives of, any such information, including any information, documents, projections, forecasts, business plans forecasts or other material made available to Seller Parent, its Affiliates Buyers or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentationstheir representatives through the Data Room, offering materialsmemoranda or management presentations or otherwise in expectation of the transactions contemplated by this Agreement. NEITHER SELLER MAKES OR PROVIDES, site tours AND EACH BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE SOLD ASSETS OR ANY PART THEREOF, IN EACH CASE EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. With respect to any projection or visits, diligence calls or meetings or any documents prepared by, forecast delivered by or on behalf ofof Sellers to Buyers, Purchaser Parenteach Buyer acknowledges that (w) there are uncertainties inherent in attempting to make such projections and other forecasts and plans, Purchaser and that such Buyer 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 and forecasts, (x) the accuracy and correctness of such projections and forecasts may be affected by information which may become available through discovery or otherwise after the date of such projections and forecasts, (y) it is familiar with each of the foregoing and (z) neither Seller is making any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to such projections or forecasts, including the Purchaser Parent Retained Businesses reasonableness of the assumptions underlying such projections or Purchaser Parent Retained Liabilitiesforecasts.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V or IV and the corresponding representations and warranties set forth in any Ancillary Implementing AgreementParent’s officers’ certificate to be delivered pursuant to Section 6.3(c), neither Purchaser each Company Party acknowledges that no Parent Party nor Purchaser nor any of their respective Affiliates, Representatives or any other Person on behalf of a Parent Party makes any other express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of its Subsidiaries or their respective Subsidiaries businesses, operations, assets, liabilities or Affiliates, the Purchaser Business conditions (financial or otherwise) with respect to any other information provided, or made available, provided to Seller Parent or any of its Affiliates or Representatives the Company Parties in connection with this Agreement or the transactions contemplated herebyTransactions, and the Parent Parties hereby disclaim any such other representations or warranties. Except as expressly set forth in In particular, without limiting the representations and warranties contained in this Article V or in any Ancillary Implementing Agreementforegoing disclaimer, neither Purchaser no Parent Party nor Purchaser nor any of their respective Affiliates, Representatives or any other Person on behalf of Parent makes or has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to except for the representations and warranties contained made by the Parent Parties in this Article V or IV and the corresponding representations and warranties set forth in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use ofofficers’ certificate to be delivered pursuant to Section 6.3(c), or the use by to any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser Company Party or any of their respective Affiliates or Representatives. Each Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to any Parent Party or any of Purchaser its Subsidiaries or its businesses; or (ii) any oral or written information presented to any Company Party or its Affiliates or Representatives in the course of their due diligence investigation of Parent, Purchaser and their respective Affiliates disclaims the negotiation of this Agreement or in the course of the Transactions. No Parent Party nor any and all representations and warrantiesother Person will have or be subject to any liability to any Company Party or any other Person resulting from the distribution to any Company Party, whether or any Company Party’s use of, any such information, including any information, documents, projections, forecasts or other material made available to the Company Parties in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Transactions. Notwithstanding the foregoing, nothing in this Section 4.32 shall limit any Company Party’s remedies with respect to claims of Fraud arising from or relating to the express or implied, except for the written representations and warranties contained made by the Parent Parties in this Article V or IV and the corresponding representations and warranties set forth in any Ancillary Implementing Agreement. Notwithstanding anything Parent’s officers’ certificate to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect be delivered pursuant to the Purchaser Parent Retained Businesses or Purchaser Parent Retained LiabilitiesSection 6.3(c).

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V IV or in any Ancillary Implementing Agreementcertificate delivered hereunder, neither Purchaser Parent the Company nor Purchaser nor any of their respective Affiliates, Representatives or any other Person on behalf of the Company makes, or has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this AgreementCompany, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf ofof itself, Purchaser Parent, Purchaser or any each of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser the Company’s Subsidiaries and their respective Affiliates disclaims any and all representations and warrantiesRepresentatives, whether express or impliedhereby disclaims), except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses Company or Purchaser Parent Retained Liabilitiesany of the Company’s Subsidiaries or with respect to the accuracy or completeness of any information provided, or made available, to the Acquiring Parties, Merger Sub or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement, and the Acquiring Parties and Merger Sub and their respective Representatives and Affiliates are not relying on, and waive any claim based on reliance on, any representation, warranty or other information of the Company, any of the Company’s Subsidiaries or any other Person except for those expressly set forth in this Article IV or any certificate delivered hereunder. Except for the representations and warranties expressly set forth in this Article IV or any certificate delivered hereunder, none of the Company, any of the Company’s Subsidiaries or any other Person makes (and the Company, on behalf of itself, each of the Company’s Subsidiaries, and their respective Affiliates and Representatives, hereby disclaims) any express or implied representation or warranty (including as to completeness or accuracy) to the Acquiring Parties or Merger Sub with respect to, and none of the Company, the Company’s Subsidiaries or any other Person shall be subject to, any liability to the Acquiring Parties, Merger Sub or any other Person resulting from, the Company, the Company’s Subsidiaries or their respective Representatives providing or making available to the Acquiring Parties, Merger Sub or any of their Affiliates or their respective Representatives, or resulting from the omission of, any estimate, projection, prediction, forecast, data, financial information, memorandum, presentation or any other materials or information, including any materials or information made available to the Acquiring Parties and/or their Representatives or Affiliates in connection with presentations by the Company’s management or information made available on any electronic data room for “Project Hercules II” and maintained by the Company for purposes of the Merger and the other transactions contemplated by this Agreement, including the electronic data room hosted by Datasite under the title Hercules II (collectively, the “VDR”).

No Other Representations or Warranties. (a) Except for the representations and warranties contained set forth in this Article V or in any Ancillary Implementing AgreementIV, neither Purchaser Parent nor Purchaser nor any none of their respective Affiliatesthe Company, Representatives the Company Subsidiaries or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Company or the Company Subsidiaries or with respect to any other information provided to Parent Retained Businesses or Purchaser Merger Sub in connection with the Merger or the other transactions contemplated hereby, and each of Parent Retained Liabilitiesand Merger Sub, on its own behalf and on behalf of their respective Affiliates and its and their respective Representatives, disclaims reliance on any representations or warranties or other information provided to them by the Company or its Subsidiaries or their respective Affiliates or Representatives or any other Person except for the representations and warranties expressly set forth in this Article IV. Without limiting the generality of the foregoing, each of Parent and Merger Sub, on its own behalf and on behalf of its Affiliates and its and their respective Affiliates and Representatives, acknowledges and agrees that none of the Company, the Company Subsidiaries or any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or any other Person resulting from the distribution to Parent or Merger Sub (including their respective Affiliates and Representatives), or Parent’s or Merger Sub’s (or such Affiliates’ or Representatives’) use, of any such information, including with respect to (i) the Company or any Company Subsidiary or any of their respective businesses, assets, employees, permits, liabilities, operations, prospectus or condition (financial or otherwise) or (ii) any opinion, projection, forecast, statement, budget, estimate, advice or other similar information (including with respect to the future revenues, earnings, results or operations (or any component thereof), cash flows, financial condition (or any component thereof) or the future business and operations of the Company and the Company Subsidiaries, as well as any other business plan and cost-related plan information of the Company and/or the Company Subsidiaries) made, communicated or furnished (orally or in writing) or to be made, communicated or furnished (orally or in writing) to Parent, Merger Sub or any of their respective Affiliates or Representatives, in each case, whether made by the Company, the Company Subsidiaries or any of their respective Affiliates, Representatives or equity holders or any other Person.

No Other Representations or Warranties. (a) Except for the representations and warranties contained made by Parent in this Article V or IV (as qualified by the applicable items disclosed in any Ancillary Implementing Agreementthe Parent Disclosure Schedule in accordance with the introduction to this Article IV), neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person (including any Merger Sub) makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express expressed or implied, as to the prospects of Purchaser at law or the Purchaser Business or their profitabilityin equity, or with respect to any or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, projections or business plans or other information prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any Evaluation Material information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries (as defined in the Confidentiality Agreement)including each Merger Sub) delivered to Seller disclaim any other representations or warranties, whether made by Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, Subsidiaries (including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser Merger Sub) or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser Merger Sub and their respective Affiliates disclaims any Merger Sub II acknowledges and all representations and warranties, whether express or impliedagrees that, except for the representations and warranties contained made by the Company in this Article V III (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with the introduction to Article III), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained other form in expectation of, or in connection with, this Agreement, neither Purchaser or the transactions contemplated hereby or thereby. Each of Parent, Purchaser nor Merger Sub and Merger Sub II specifically disclaims that it is relying upon or has relied upon any of their respective such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates makes have specifically disclaimed and do hereby specifically disclaim any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilitiessuch other representations and warranties.

No Other Representations or Warranties. (a) Except for the representations and warranties contained made by the Company in this Article V or in any Ancillary Implementing AgreementIII, neither Purchaser Parent nor Purchaser nor none of the Company, any of their respective Affiliates, Representatives its Subsidiaries or any other Person makes any representations or warranties on behalf of the Company or any of its Subsidiaries. Without limiting the representations and warranties made by the Company in this Article III, neither the Company nor any other Person will have or be subject to any liability or indemnification obligation to Parent, Merger Sub or any other Person resulting from the distribution to Parent or Merger Sub, or Parent’s or Merger Sub’s use of, any such information, including any information, documents, projections, forecasts or other material made available to Parent or Merger Sub in certain “data rooms” or management presentations in expectation of the Transactions. Each of Parent and Merger Sub acknowledges and agrees that it (a) has had an opportunity to discuss the business of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries and (ii) the electronic dataroom maintained by the Company for purposes of the Transactions, (c) has been afforded the opportunity to ask questions of and receive answers from officers and other key employees of the Company, and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the Transactions, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in this Article III, and that all other representations and warranties are specifically disclaimed. For the avoidance of doubt, neither the Company nor any of its Affiliates makes any other express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (“Information” as defined in the Confidentiality Agreement), dated March 14, 2016, between the Company and Parent (the “Confidentiality Agreement”) delivered to Seller Parent or any of its Affiliates or Representatives “May 31 Synergy Information” as defined in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Confidentiality Agreement, including as to dated May 31, 2016, between the accuracy or completeness thereof or Company and Parent (the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing “Synergy Confidentiality Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilities”).

No Other Representations or Warranties. Purchaser acknowledges that (a) Except for none of Seller, the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser Seller Subsidiaries or any of their respective Affiliates or Representatives has made any representation or warranty, expressed or implied, as to the Acquired Assets, the Assumed Liabilities, the Business, their financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Acquired Assets, the Assumed Liabilities or the Business furnished or made available to Purchaser and its Affiliates and Representatives, except as expressly set forth in this Article IV, (b) Purchaser has not relied on, and expressly disclaims any reliance upon, any representation or warranty from Seller, the Seller Subsidiaries or Affiliatesany of their respective Affiliates or Representatives in determining to enter into this Agreement, except as expressly set forth in this Article IV, and (c) except in the case of Actual Fraud, none of Seller, the Purchaser Business Seller Subsidiaries or with respect any of their respective Affiliates or Representatives shall have or be subject to any other information provided, or made available, Liability to Seller Parent Purchaser or any of its Affiliates or Representatives resulting from the distribution to Purchaser or its Affiliates or Representatives, or Purchaser’s or its Affiliates’ or Representatives’ use of, any such information, including any information, documents or material made available to Purchaser or its Affiliates or Representatives in connection with any “data rooms,” management presentations or in any other form in expectation of or negotiation of this Agreement, the transactions contemplated hereby. Except Purchaser shall acquire the Acquired Assets, the Assumed Liabilities and the Business without any representation or warranty as to merchantability or fitness thereof, in an “as is” condition and on a “where is” basis, except as otherwise expressly set forth in the representations and warranties contained in this Article V Agreement or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilities.

No Other Representations or Warranties. (a) Except for the representations and warranties contained expressly set forth in this Article V or in any Ancillary Implementing Agreement4, neither Purchaser Parent nor Purchaser Lafite nor any of their respective Affiliates, Representatives or its Affiliates nor any other Person makes on behalf of any of them is making or has made any express or implied representation or warranty warranties of any kind or nature whatsoever, including with respect to Purchaser Parent Lafite or Purchaser its Subsidiaries or any of their respective Subsidiaries or Affiliates, the Purchaser Business businesses or with respect to any other information provided, or made availableMade Available, to Seller Parent Tempranillo or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information Subsidiaries (including any Evaluation Material (as defined in the Confidentiality Agreement)Merger Sub) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Representatives or Affiliates in connection with the Transactions, including the accuracy or Representatives. Each of Purchaser Parentcompleteness thereof, Purchaser and their respective Affiliates Lafite hereby expressly disclaims any and all such other representations and warranties, whether express or implied. Lafite acknowledges and agrees that, except for the representations and warranties contained made by Tempranillo and Merger Sub in this Article V Agreement (as qualified by the applicable items disclosed in the Tempranillo Disclosure Letter), none of Tempranillo, Merger Sub or any of its Representatives, Affiliates and equityholders is making or has made any representations or warranties, expressed or implied, at law or in equity, with respect to or on behalf of Tempranillo or any of its Subsidiaries (including Merger Sub), their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Tempranillo or any of its Subsidiaries (including Merger Sub) or any other matter furnished or provided to Lafite or Made Available to Lafite or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any Ancillary Implementing Agreementother form in expectation of, or in connection with, this Agreement or the Transactions. Notwithstanding anything Lafite is not relying upon and specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that Tempranillo, Merger Sub and their Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Lafite has conducted its own independent investigation of Tempranillo and its Subsidiaries and the Transactions and have had an opportunity to discuss and ask questions regarding Tempranillo’s and its Subsidiaries’ businesses with the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any management of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained LiabilitiesTempranillo.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V or in any Ancillary Implementing AgreementIII, neither Purchaser Parent nor Purchaser nor any none of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or AffiliatesSeller, the Purchaser Business or with respect to any other information providedFH Share Sellers, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser FH Asset Sellers nor any of their respective Affiliates makes any express or implied representation or warranty with respect to Seller, the Purchaser Parent Retained FH Share Sellers, the FH Asset Sellers, the Transferred FH Companies or their Closing Subsidiaries or any of their respective Affiliates, the FH Shares, the Acquired FH Assets, the FH Assets, the FH Business or with respect to any other information provided, or made available, to Buyer or any of its Affiliates, agents or representatives in connection with the transactions contemplated hereby. None of Seller, the FH Share Sellers, the FH Asset Sellers or any other Person will have or be subject to any liability or other obligation to Buyer, its Affiliates, agents or representatives or any Person resulting from the sale of the FH Shares or the Acquired FH Assets to Buyer or Buyer’s use of, or the use by any of its Affiliates or representatives of any such information, including information, documents, projections, forecasts or other material made available to Buyer, its Affiliates or representatives in any “data rooms,” teaser, confidential information memorandum or management presentations in connection with the transactions contemplated by this Agreement, unless any such information is expressly and specifically included in a representation or warranty contained in this Article III. Each of Seller, the FH Asset Sellers and the FH Share Sellers and their Affiliates disclaims any and all other representations and warranties, whether express or implied. Notwithstanding anything to the contrary contained in this Agreement, neither Seller, the FH Share Sellers, the FH Asset Sellers nor any of their respective Affiliates makes any express or implied representation or warranty with respect to Excluded Assets, Excluded Businesses or Purchaser Parent Retained Liabilities.

No Other Representations or Warranties. (a) Except for the representations and warranties contained made by Parent in this Article V IV or in any Ancillary Implementing the Voting and Support Agreement, neither Purchaser Parent nor Purchaser nor any none of their respective AffiliatesParent, Representatives Merger Sub or any other Person makes makes, has made or has been authorized to make any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser Merger Sub or any of their respective Affiliates or Representatives. Each any of Purchaser Parent, Purchaser and their respective Affiliates businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the Transactions, and each of Parent and Merger Sub hereby disclaims any such other representations or warranties. Parent and all representations Merger Sub acknowledge and warranties, whether express or impliedagree that, except for the representations and warranties contained expressly set forth in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in III of this Agreement, neither Purchaser Parent, Purchaser the Company nor any of their respective Affiliates makes other Person makes, has made or has been authorized to make any express or implied representation or warranty with respect to the Purchaser Company or any of its Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the Transactions, including with respect to the accuracy or completeness of any information provided, or made available, or Made Available, to Parent, Merger Sub or any of their respective Subsidiaries, Affiliates or Representatives in connection with the Transactions. Parent Retained Businesses and Merger Sub are not relying on, and waive any claim based on reliance on, any express or Purchaser implied representation or warranty, or other information of the Company or any Person, other than those expressly set forth in Article III of this Agreement. Each of Parent Retained Liabilitiesand Merger Sub acknowledges that, as of the Agreement Date, they and their Representatives and applicable Affiliates (a) have received adequate access to (i) such books and records, facilities, properties, premises, equipment, contracts and other properties and assets of the Company which they and their Representatives and such Affiliates, as of the Agreement Date, have desired or requested to see or review and (ii) the electronic and physical data rooms in connection with the Transactions, (b) have had adequate opportunity to meet with the management of the Company and to discuss the business and assets of the Company, and (c) have had adequate opportunity to make such legal, factual and other inquiries and investigation as they deem necessary, desirable or appropriate with respect to the Company. Without limiting the generality of the foregoing, Parent and Merger Sub acknowledge and agree that none of the Company or any other Person makes, has made or has been authorized to make an express or implied representation or warranty (including as to completeness or accuracy) to Parent or Merger Sub or their Affiliates, Subsidiaries or Representatives with respect to, and none of the Company, any of the Company’s Subsidiaries or any other Person shall be subject to any liability to Parent, Merger Sub or any other Person resulting from, the Company or any of the Company’s Subsidiaries or their respective Representatives providing, or making available, to Parent, Merger Sub or any of their Affiliates or their respective Representatives, or resulting from the omission of, any estimate, projection, prediction, forecast, data, budgeted financial information, memorandum, presentation or any other materials or information, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management or information made available on any electronic data room and maintained by the Company for purposes of the Merger and the other Transactions unless any such information is expressly and specifically set forth in a representation or warranty contained in Article III. Parent and Merger Sub acknowledge that there are uncertainties inherent in attempting to make estimates, projections, budgets and other forecasts and plans, that they are familiar with such uncertainties and that Parent and Merger Sub are taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, budgets, pipeline reports and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections, budgets, pipeline reports and other forecasts and plans. Each of Parent and Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition (financial or otherwise), assets, operations and business of the Company and its Subsidiaries. In making its determination to proceed with the Merger and the other Transaction, each of Parent and Merger Sub has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article III and has not relied directly or indirectly on any other express or implied representation or warranty or any materials or information Made Available to Parent, Merger Sub, or any of their respective Affiliates, Subsidiaries or Representatives.

No Other Representations or Warranties. (a) Except for the representations and warranties contained of Seller expressly set forth in this Article V Agreement (as modified by the Disclosure Schedules), or any representations and warranties of Seller, Parent and/or an officer of Seller that are expressly set forth in any Closing certificate, Closing affidavit or Ancillary Implementing AgreementAgreement expressly delivered at the Closing pursuant to Sections 9.3(d), (e), (f), (g) or (i), neither Purchaser Parent nor Purchaser Seller nor any of their respective Affiliates, Representatives other person acting on its behalf makes or has made any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any on behalf of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and transactions contemplated by this Agreement. SUCH REPRESENTATIONS AND WARRANTIES MADE BY SELLER WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES SELLER MIGHT HAVE GIVEN BUYER WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. Buyer acknowledges that all other warranties contained that Seller, Parent or anyone purporting to represent Seller gave or might have given, or which might be provided or implied by applicable Legal Requirement or commercial practice are hereby expressly excluded. Buyer acknowledges that, except as set forth in this Article V Agreement (as modified by the Disclosure Schedules) or in any Closing certificate, Closing affidavit or Ancillary Implementing AgreementAgreement expressly delivered at Closing pursuant Sections 9.3(d), (e), (f), (g) or (i), neither Purchaser Seller, Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person purporting to represent Seller will have, have or be subject to, to any Liability liability or other indemnification obligation to Seller Parent, Buyer or its Affiliates or Representatives or any other Person resulting from Seller Parent’s use ofthe distribution, communication or furnishing to Buyer (whether in written or oral form), or the use by Buyer, of any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans forecasts or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data roomBuyer, confidential information memorandum, memoranda or management presentations, offering materials, site tours interviews and presentations made available to Buyer in expectation of the transactions contemplated by this Agreement (but expressly excluding the information contained within this Agreement or visits, diligence calls the Disclosure Schedules). Seller does not make any representations or meetings warranties to Buyer regarding the probable success or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any future profitability of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained LiabilitiesBusiness.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V or in any Ancillary Implementing AgreementIII, neither Purchaser Parent nor Purchaser Wendy’s nor any person on behalf of their respective Affiliates, Representatives or Wendy’s makes any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser Wendy’s or any of their respective its Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, provided to Triarc or made available, to Seller Parent or any of its Affiliates or Representatives Merger Sub in connection with the transactions contemplated herebyby this Agreement. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V IV, none of Triarc or in Merger Sub or any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any other person on behalf of their respective Affiliates Triarc or Merger Sub makes any other express or implied representation or warranty with respect to Triarc or any of its Subsidiaries or with respect to any other information provided to Wendy’s in connection with the Purchaser Parent Retained Businesses transactions contemplated hereby. Neither Wendy’s nor any other person will have or Purchaser Parent Retained Liabilitiesbe subject to any liability or indemnification obligation to Triarc or Merger Sub or any other person resulting from the distribution to Triarc or Merger Sub, or Triarc’s or Merger Sub’s use of, any such information, including any information, documents, projections, forecasts or other material made available to Triarc or Merger Sub in “data rooms” or management presentations in expectation of the transactions contemplated by this Agreement, unless and then only to the extent that any such information is expressly included in a representation or warranty contained in Article III. None of Triarc, Merger Sub or any other person will have or be subject to any liability or indemnification obligation to Wendy’s or any other person resulting from the distribution to Wendy’s or Wendy’s use of, any such information, including any information, documents, projections, forecasts or other material made available to Wendy’s in “data rooms” or management presentations in expectation of the transactions contemplated by this Agreement, unless and then only to the extent that any such information is expressly included in a representation or warranty contained in Article III.

No Other Representations or Warranties. (a) Except for the representations and warranties contained expressly set forth in this Article V 5, none of Parent, Merger Sub or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or its Affiliates nor any other Person on behalf of any of them makes or has made any express or implied representation or warranty with respect to Purchaser Parent Parent, its Subsidiaries or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business businesses or with respect to any other information provided, or made available, to Seller Parent the Company, its Subsidiaries or any of its their respective Representatives or Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this AgreementTransactions, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other informationthereof. Except to the extent expressly provided in this Agreement with respect to the representations Parent and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser Merger Sub acknowledge and their respective Affiliates disclaims any and all representations and warranties, whether express or impliedagree that, except for the representations and warranties contained made by the Company in this Article V 4 (as qualified by the applicable items disclosed in the Company Disclosure Schedules), neither the Company nor any other Person is making or has made any representations or warranties, expressed or implied, at law or in equity, with respect to or on behalf of the Company or any of its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or any of its Subsidiaries or any other matter furnished or provided to Parent or Merger Sub or made available to Parent, Merger Sub or their Representatives in the Data Room or any other “data rooms,” “virtual data rooms,” management presentations or in any Ancillary Implementing Agreementother form in expectation of, or in connection with, this Agreement or the Transactions. Notwithstanding anything Parent and Merger Sub are not relying and specifically disclaim that they are relying upon or have relied upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Parent and Merger Sub have conducted their own independent investigation of the Company and the Company Subsidiaries and the Transactions and have had an opportunity to discuss and ask questions regarding the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any Company and the Company Subsidiaries’ businesses with the management of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained LiabilitiesCompany.

No Other Representations or Warranties. (a) Except for the representations and or warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing AgreementSection 3.1, neither Purchaser Parent any Company Party nor Purchaser nor any of their respective Affiliates, Representatives or any other Person on behalf of any Company Party has made made, and each of the Parent Parties specifically disclaims that it is relying or has relied upon, any representation or warranty, express expressed or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, Company or the use by any Subsidiaries of its Affiliates the Company, their businesses, operations, assets, liabilities, condition (financial or Representatives ofotherwise), any informationresults of operations, including informationfuture operating or financial results, documentsestimates, projections, forecasts, business plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or the Subsidiaries of the Company. In particular, without limiting the foregoing disclaimer, neither any Company Party nor any other material made available Person makes or has made, and each of the Parent Parties specifically disclaims that it is relying or has relied upon, any representation or warranty to Seller the Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser the Merger Sub or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or impliedRepresentatives with respect to, except for the representations and warranties contained made by the Company Parties in this Article V Section 3.1, any oral or in any Ancillary Implementing Agreement. Notwithstanding anything written information presented to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor the Merger Sub or any of their respective Affiliates makes or Representatives in the course of their due diligence of the Company, the negotiation of this Agreement and the Ancillary Agreements to which it is a party or in the course of the transactions contemplated hereby. Notwithstanding anything contained in this Agreement to the contrary, each of the Company and the Company Operating Partnership acknowledges and agrees that none of the Parent Parties or any other Person has made or is making any representations or warranties relating to the Parent Parties whatsoever, express or implied, beyond those expressly given by the Parent Parties in Section 3.2, including any implied representation or warranty with respect as to the Purchaser accuracy or completeness of any information regarding the Parent Retained Businesses Parties furnished or Purchaser Parent Retained Liabilitiesmade available to the Company Parties or any of their Representatives.

No Other Representations or Warranties. Purchaser acknowledges and agrees that (a) Except the Companies and Seller are not making any representations or warranties whatsoever, express or implied, beyond those expressly given by the Companies in Article IV (as qualified by the Disclosure Schedules hereto), those expressly given by Seller in Article V (as qualified by the Disclosure Schedules hereto) and those expressly given by any Company or Seller, as applicable, in any of the Company Documents and Seller Documents, and (b) except for the representations and warranties contained in such provisions of this Article V or Agreement and in any Ancillary Implementing Agreementof the Company Documents and Seller Documents, neither the Assets and the business of the Latisys Companies are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser Parent nor Purchaser nor any may have for breach of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to shall be based solely on the representations and warranties of the Companies set forth in Article IV (as qualified by the Disclosure Schedules hereto), the representations and warranties of Seller set forth in Article V (as qualified by the Disclosure Schedules hereto) and the representations and warranties of the Companies or Seller, as applicable, in any of the Company Documents and Seller Documents. Purchaser Parent or Purchaser acknowledges and agrees that none of the Latisys Companies, nor Seller or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects accuracy or completeness of Purchaser any information regarding the Latisys Companies, or the Purchaser Business or their profitabilitytransactions contemplated by this Agreement not expressly set forth within this Agreement, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent Company Document or any of its Affiliates or Representatives in connection with Seller Parent’s review of Document, and Purchaser or is not relying on anything other than the Purchaser Business and the negotiation and execution express provisions of this Agreement, including as to the accuracy or completeness thereof or Company Documents and the reasonableness Seller Documents in entering into this Agreement. None of any assumptions underlying any such forecaststhe Latisys Companies, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreementnor Seller, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each any other Person will have or be subject to any liability to Purchaser or any other Person resulting solely from the distribution to Purchaser or its representatives of Purchaser Parentor Purchaser’s use of, Purchaser and their respective Affiliates disclaims any and all representations and such information, including any confidential memoranda distributed on behalf of Seller or the Companies relating to the Latisys Companies or other publications, representations, warranties, whether express forecasts, statements or impliedinformation, except for including any information provided in a “data room”, “management presentation”, “break-out session” or otherwise to Purchaser or its Affiliates or representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the Share Sale and the other transactions contemplated hereby. Purchaser acknowledges and agrees that the representations and warranties contained made by the Companies and Seller in this Article V Agreement (as qualified by the Disclosure Schedules), the Company Documents and the Seller Documents supersede, replace and nullify in every respect all other information, whether written or in oral, made available to Purchaser, its Affiliates or its representatives. No Person is asserting the truth of any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained representation or warranty set forth in this Agreement, neither Purchaser Parentany Company Document or any Seller Document; rather the parties have agreed that should any representations and warranties of any party prove untrue, Purchaser nor the other party shall, subject to Article X of this Agreement, have the specific rights and remedies herein specified as the exclusive remedy therefor (except as provided under Section 10.7), but (except as provided under Section 10.7) that no other rights, remedies or causes of action (whether in law or in equity or whether in contract or in tort) are permitted to any party hereto as a result of their respective Affiliates makes the untruth of any express or implied such representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilitiesand warranty.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V or in any Ancillary Implementing AgreementIV, neither Purchaser Parent nor Purchaser Seller Parent, the other Sellers nor any of their respective Affiliates, Representatives or any other Person Affiliates makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser Seller Parent, the other Sellers, the Conveyed Subsidiaries or any of their respective Subsidiaries or Affiliates, the Purchaser Purchased Assets, the Business or with respect to any other information provided, or made available, to Seller Parent Purchaser or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Neither Seller Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person its Affiliates has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitabilityits profitability for Purchaser, or with respect to any forecasts, projections or business plans prepared by or other information (including any Evaluation Material (as defined in on behalf of the Confidentiality Agreement)) Sellers and delivered to Seller Parent or any of its Affiliates or Representatives Purchaser in connection with Seller ParentPurchaser’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement. Neither Seller Parent, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent Sellers nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability liability or other obligation to Seller ParentPurchaser, its Affiliates or Representatives or any other Person resulting from Seller ParentPurchaser’s use of, or the use by any of its Affiliates or Representatives of, of any information, including information, documents, projections, forecasts, business plans forecasts or other material made available to Seller ParentPurchaser, its Affiliates or any of their respective Representatives by any means, including in any a virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser ParentSeller Parent or its Affiliates, Purchaser or any of their respective Affiliates Purchaser’s potential financing sources in connection with Purchaser’s financing activities with respect to the transactions contemplated by this Agreement, unless any such information is expressly and specifically included in a representation or Representativeswarranty contained in this Article IV. Each of Purchaser Parent, Purchaser Seller Parent and the other Sellers and their respective Affiliates disclaims any and all other representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Seller Parent, Purchaser the other Sellers nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Excluded Assets, Retained Businesses or Purchaser Parent Retained Liabilities. None of the foregoing in this Section 4.24 shall in any event be deemed to relieve any Party from Liability for fraud.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V IV or in the other Transaction Documents (or any Ancillary Implementing Agreementcertificates delivered by Seller Parent, neither Purchaser Parent nor Purchaser nor Seller or any of their respective Affiliatesthe Other Sellers to Purchaser at the Closing), Representatives Purchaser acknowledges and agrees that none of the Other Sellers, Seller, any Subsidiaries or Affiliates of the Other Sellers or Seller nor any other Person makes any express other express, implied or implied statutory representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliatesthe Purchased Subsidiary Interests, the Purchaser Business Business, the Purchased Assets, Purchased Seller Subsidiaries, the Assumed Liabilities or with respect to any other information providedotherwise, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent implied warranties of merchantability, fitness for a particular purpose, title, enforceability or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreementnon-infringement, including as to (a) the accuracy physical condition or completeness thereof usefulness for a particular purpose of the real or tangible personal property included in the Purchased Assets, (b) the use of the Purchased Assets and Purchased Seller Subsidiaries, and the operation of the Business by Purchaser after the Closing in any manner other than as used and operated by the Other Sellers, Seller or the reasonableness Purchased Seller Subsidiaries, or (c) the probable success or profitability of any assumptions underlying any such forecaststhe ownership, projections use or business plans or other informationoperation of the Business by Purchaser after the Closing. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V IV or in any Ancillary Implementing Agreementthe other Transaction Documents, all Purchased Assets are conveyed on an “AS IS” and “WHERE IS” basis. Notwithstanding anything to Except for the contrary representations and warranties contained in this Agreement, neither Purchaser Article IV or in the other Transaction Documents (or any certificates delivered by Seller Parent, Purchaser nor Seller or any of their respective Affiliates makes the Other Sellers to Purchaser at the Closing), and the indemnification obligations set forth in Article IX hereof, the Other Sellers, Seller or any express other Person will not have or implied representation be subject to any liability or warranty with respect indemnification obligation to Purchaser or any other Person for any information provided to the Purchaser Parent Retained Businesses or its representatives relating to the Business or otherwise in expectation of the transactions contemplated by this Agreement and any information, document, or material made available to Purchaser Parent Retained Liabilitiesor its counsel or other representatives in Purchaser’s due diligence review, including in certain “data rooms” (electronic or otherwise) or management presentations. The representations, warranties, covenants and obligations of Purchaser, and the rights and remedies that may be exercised by Purchaser shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, Purchaser or any of its representatives.

No Other Representations or Warranties. (a) Except for the representations and warranties contained set forth in this Article V or in any Ancillary Implementing AgreementV, neither Purchaser none of Parent, the Parent nor Purchaser nor any of their respective Affiliates, Representatives Subsidiaries (including Merger Sub) or any other Person makes or has made any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective the Parent Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information providedprovided to the Company in connection with the Merger or the other transactions contemplated hereby, and the Company, on its own behalf and on behalf of its Affiliates and Representatives, disclaims reliance on any representations or warranties or other information provided to them by Parent or its Subsidiaries or their respective Affiliates or Representatives or any other Person except for the representations and warranties expressly set forth in this Article V. Without limiting the generality of the foregoing, the Company, on its own behalf and on behalf of its Affiliates and its Affiliates and Representatives, acknowledges and agrees that none of Parent, Parent’s Subsidiaries (including Merger Sub) or any other Person will have or be subject to any liability or other obligation to the Company or any other Person resulting from the distribution to the Company (including its Affiliates and Representatives), or made availablethe Company’s (or such Affiliates’ or Representatives’) use, of any such information, including with respect to Seller (i) Parent, Merger Sub or any of their respective businesses, assets, employees, permits, liabilities, operations, prospectus or condition (financial or otherwise) or (ii) any opinion, projection, forecast, statement, budget, estimate, advice or other similar information (including with respect to the future revenues, earnings, results or operations (or any component thereof), cash flows, financial condition (or any component thereof) or the future business and operations of Parent or Merger Sub, as well as any other business plan and cost-related plan information of Parent and/or Merger Sub) made, communicated or furnished (orally or in writing) or to be made, communicated or furnished (orally or in writing) to the Company or any of its Affiliates or Representatives Representatives, in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V each case, whether made by Parent, Merger Sub or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives equity holders or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained LiabilitiesPerson.

No Other Representations or Warranties. (a) Except Each of Parent and Merger Sub acknowledges and agrees that, except for the representations and warranties contained expressly set forth in Article III, (a) the Company does not make, and has not made, any representations or warranties relating to the Company or any of its Subsidiaries, or their respective properties, assets or businesses, or otherwise in connection with this Article V or in any Ancillary Implementing Agreement, neither Purchaser the Merger or the other Transactions, and each of Parent nor Purchaser nor and Merger Sub is not relying on any representation or warranty except for those expressly set forth in Article III, (b) no Person has been authorized by the Company to make any representations or warranty relating to the Company or any of its Subsidiaries, or their respective Affiliatesproperties, Representatives assets or businesses, or otherwise in connection with this Agreement, the Merger or the other Transactions and, if made, any such representation or warranty will not be relied upon by either Parent or Merger Sub as having been authorized by the Company, (c) no Person shall have or be subject to any liability to Parent, Merger Sub or any other Person makes resulting from the distribution to Parent, Merger Sub or any other Person, or Parent’s, Merger Sub’s or any other Person’s use, of any information, documents or materials provided, addressed or otherwise made available to Parent, Merger Sub or any other Person in any physical or electronic form (including in any “virtual data room”), management presentations, memoranda or in any other form in expectation of the Merger, and (d) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other information, documents or materials provided, addressed or otherwise made available to Parent, Merger Sub or any other Person are not and will not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express or implied representation or warranty with respect to Purchaser set forth in Article III. Without limiting the foregoing, Parent or Purchaser or any and Merger Sub acknowledge and agree that none of their respective Subsidiaries or Affiliatesthe Company, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives Subsidiaries or any other Person has made any representation or warranty, express or implied, warranty as to the prospects accuracy, completeness or achievement of Purchaser or the Purchaser Business or their profitabilityany financial projections, or with respect to any forecasts, projections or cost estimates, capital budgets, business plans or other similar information (including any Evaluation Material (as defined in relating to the Confidentiality Agreement)) delivered to Seller Parent Company or any of its Affiliates Subsidiaries or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliatesproperties, Representatives assets or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilitiesbusinesses.

No Other Representations or Warranties. (a) Except for the representations and warranties contained expressly set forth in this Article V 5, none of Tempranillo, Merger Sub or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or Affiliates nor any other Person makes on behalf of any of them is making or has made any express or implied representation or warranty warranties of any kind or nature whatsoever, including with respect to Purchaser Parent Tempranillo, its Subsidiaries or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business businesses or with respect to any other information provided, or made availableMade Available, to Seller Parent Lafite or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser Subsidiaries or any of their respective Representatives or Affiliates in connection with the Transactions, including the accuracy or Representatives. Each of Purchaser Parentcompleteness thereof, Purchaser and their respective Affiliates disclaims Tempranillo and Merger Sub hereby expressly disclaim any and all such other representations and warranties, whether express or implied. Tempranillo and Merger Sub acknowledge and agree that, except for the representations and warranties contained made by Lafite in this Article V Agreement (as qualified by the applicable items disclosed in the Lafite Disclosure Letter), neither Lafite nor any of its Representatives, Affiliates and equityholders (collectively, “Lafite Related Parties”) is making or has made any representations or warranties, expressed or implied, at law or in equity, with respect to or on behalf of Lafite or any of its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Lafite or any of its Subsidiaries or any other matter furnished or provided to Tempranillo or Merger Sub or Made Available to Tempranillo, Merger Sub or their Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any Ancillary Implementing Agreementother form in expectation of, or in connection with, this Agreement or the Transactions. Notwithstanding anything Tempranillo and Merger Sub are not relying upon and specifically disclaim that they are relying upon or have relied upon any such other representations or warranties that may have been made by any Person, and acknowledge and agree that Lafite and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Tempranillo and Merger Sub have conducted their own independent investigation of Lafite and its Subsidiaries and the Transactions and have had an opportunity to discuss and ask questions regarding Lafite’s and its Subsidiaries’ businesses with the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any management of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained LiabilitiesLafite.

No Other Representations or Warranties. Parent has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, condition (afinancial or otherwise) and prospects of the Oceanbulk Companies, which investigation, review and analysis was done by Parent and its Subsidiaries and representatives. In entering into this Agreement, Parent acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any representations or opinions (whether written or oral) of the Sellers, the Oceanbulk Companies or their respective Affiliates (except the specific representations made in Articles IV and V). Except for the representations and warranties contained in this Article IV, Article V or and in any Ancillary Implementing Agreementthe certificate delivered by the Sellers’ Representative pursuant to Section 10.3(f), neither Purchaser Parent nor Purchaser nor any acknowledges that (a) none of their respective Affiliatesthe Sellers, Representatives the Oceanbulk Companies or any other Person on behalf of the Sellers or Oceanbulk Companies makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser written or the Purchaser Business oral, at law or their profitabilityin equity, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V Sellers, the Oceanbulk Companies, or the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects thereof, including with respect to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Oceanbulk Companies or the business thereof by Parent after the Effective Time in any Ancillary Implementing Agreementmanner other than as used and operated by the Oceanbulk Companies or (iii) the probable success or profitability of the Oceanbulk Companies or the business thereof after the Effective Time and (b) except in the case of fraud, neither Purchaser Parent nor Purchaser nor any none of their respective Affiliatesthe Sellers, Representatives the Oceanbulk Companies or any other Person will have, have or be subject to, to any Liability liability or other indemnification obligation to Seller Parent, its Affiliates or Representatives Parent or any other Person resulting from Seller Parent’s the distribution to Parent or any other Person, or their use of, or any information provided in connection with the use by any of its Affiliates or Representatives of, any informationTransactions, including any information, documents, projections, forecasts, business plans forecasts or other material made available to Seller Parent, its Affiliates them in certain “data rooms” or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V presentations or in any Ancillary Implementing Agreement. Notwithstanding anything to other form in expectation of, or in connection with, the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained LiabilitiesTransactions.

No Other Representations or Warranties. (a) Except for the representations and warranties contained made by Parent in this Article V II or in any Ancillary Implementing certificate delivered pursuant to this Agreement, neither Purchaser Parent nor Purchaser nor any none of their respective AffiliatesParent, Representatives the other Sellers, the Business Companies or any other Person makes any other express or implied representation or warranty with respect to Purchaser Parent Parent, the other Sellers, the Business Companies or Purchaser their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Business Companies or the Business, notwithstanding the delivery or disclosure to Buyer or any of their respective Subsidiaries its Representatives of any documentation, forecasts or Affiliates, the Purchaser Business or other information with respect to any one or more of the foregoing. In particular, and without limiting the generality of the foregoing, none of Parent, the other information providedSellers, the Business Companies or any other Person makes or has made available, any express or implied representation or warranty to Seller Parent Buyer or any of its Affiliates Representatives with respect to (a) any financial projection, forecast, estimate, budget or Representatives in connection with prospective information relating to the transactions contemplated hereby. Except as expressly set forth in Business Companies or the Business or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects or (b) except for the representations and warranties contained made by Parent in this Article V II or in any Ancillary Implementing certificate delivered pursuant to this Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives oral or any other Person has made any representation or warranty, express or implied, as written information presented to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent Buyer or any of its Affiliates or Representatives in connection with Seller Parent’s review the course of Purchaser their due diligence investigation of the Business Companies and the Business, the negotiation of this Agreement and the other Transaction Documents or the Purchaser course of the Transactions. None of Parent, the other Sellers, the Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives Companies or any other Person will have, have or be subject to, to any Liability liability or other obligation to Seller Parent, Buyer or any of its Affiliates or Representatives or any other Person resulting from Seller Parentthe consummation of the Transactions or Buyer’s use of, or the use by any of its Affiliates or Representatives of, of any such information, including information, documents, projections, forecasts, business plans forecasts or other material made available to Seller Parent, Buyer or its Affiliates or Representatives by any means, including in any virtual “data roomrooms”, teaser, confidential information memorandummemorandum or management presentations in connection with the Transactions, management presentations, offering materials, site tours unless any such information is expressly and specifically included in a representation or visits, diligence calls warranty contained in this Article II or meetings in any certificate delivered pursuant to this Agreement and then only as expressly provided in this Agreement or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any such certificate. Parent and each of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser the other Sellers and their respective Affiliates disclaims the Business Companies disclaim any and all other representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything herein to the contrary contained contrary, nothing in this AgreementSection 2.26 shall impact, neither Purchaser Parentrestrain, Purchaser nor prohibit or limit any claim in respect of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained LiabilitiesFraud.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V 9 or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser GSK Parent, the other Transferors nor any of their respective Affiliates, Representatives representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser GSK Parent, the other Transferors, the Conveyed Subsidiary or any of their respective Subsidiaries or AffiliatesAffiliates (other than JVCo and its Subsidiaries), the Purchaser Transferring Assets, the Transferring Businesses, the Consumer Healthcare Business Liabilities or with respect to any other information provided, or made available, to Seller Parent JVCo or any of its Affiliates or Representatives Subsidiaries in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V 9 or in any Ancillary Implementing Agreement, neither Purchaser GSK Parent nor Purchaser nor any of their respective Affiliatesits Affiliates (other than JVCo and its Subsidiaries), Representatives representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business Transferring Businesses or their respective profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent JVCo or any of its Affiliates or Representatives Subsidiaries in connection with Seller Parent’s its review of Purchaser or the Purchaser Business Transferring Assets, the Transferring Businesses and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V 9 or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser GSK Parent, the other Transferors nor any of their respective AffiliatesAffiliates (other than JVCo and its Subsidiaries), Representatives representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, JVCo or any of its Affiliates or Representatives Subsidiaries or any other Person resulting from Seller Parentthe sale and purchase of the Transferring Assets or the Transferring Businesses to JVCo or JVCo’s use of, or the use by any of its Affiliates or Representatives their Subsidiaries of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared JVCo by, or on behalf of, Purchaser GSK Parent, Purchaser the other Transferors or any of their respective Affiliates or Representativesrepresentatives. Each of Purchaser Parent, Purchaser GSK Parent and the other Transferors and their respective Affiliates (other than JVCo and its Subsidiaries) disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V 9 or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser GSK Parent, Purchaser the other Transferors nor any of their respective Affiliates (other than JVCo and its Subsidiaries) makes any express or implied representation or warranty with respect to Excluded Assets, the Purchaser Parent Retained Businesses GSK Business or Purchaser Parent the GSK Retained Liabilities.

No Other Representations or Warranties. (a) Except Parent and Merger Sub acknowledge and agree that except for the representations and warranties contained in this Article V III, any certificate delivered pursuant to Article VI or in any Ancillary Implementing Agreementletter of transmittal related to the Shares, neither Purchaser Parent nor Purchaser nor none of the Company, any of their respective Affiliatesits Subsidiaries, Representatives or any other Person makes any express stockholder or implied representation or warranty with respect to Purchaser Parent or Purchaser or any Representative of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent Company or any of its Affiliates Subsidiaries makes or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, either express or implied, as to concerning the prospects of Purchaser Company or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent its Subsidiaries or any of its Affiliates their respective assets or Representatives in connection with Seller Parent’s review of Purchaser properties or the Purchaser Business and the negotiation and execution of transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement except with respect to the representations and warranties contained in this Article V III, any certificate delivered pursuant to Article VI or in any Ancillary Implementing Agreementletter of transmittal related to the Shares, neither Purchaser none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent nor Purchaser nor any of or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any other Person will haveomissions therefrom) provided or made available by the Company or its Affiliates, or be subject toSubsidiaries, any Liability or other obligation to Seller Parent, its Affiliates stockholders or Representatives to Parent or any other Person resulting from Seller Parent’s use ofMerger Sub or their respective Affiliates, or the use by any of its Affiliates Subsidiaries, stockholders or Representatives of, any information, including information, documents, projections, forecasts, business plans or in connection with the Merger and the other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representativestransactions contemplated hereby. Each of Purchaser ParentParent and Merger Sub acknowledges and agrees that, Purchaser as of the date hereof and their respective Affiliates disclaims any to its knowledge, it has been furnished with, or given adequate access to, all information and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything materials relating to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any Company and its Subsidiaries that it has requested and Representatives of their respective Affiliates makes any express the Company have answered all inquiries that Parent or implied representation or warranty with respect to Merger Sub has made of them concerning the Purchaser Parent Retained Businesses or Purchaser Parent Retained LiabilitiesCompany and its Subsidiaries.

No Other Representations or Warranties. (a) Except for the representations and warranties contained expressly set forth in this Article V 5 or in any Ancillary Implementing Agreementother agreement or certificate delivered in connection with the Transactions, neither Purchaser Parent nor Purchaser nor none of Parent, Merger Sub or any of their respective Affiliates, Representatives or Affiliates nor any other Person makes on behalf of any of them is making or has made any express or implied representation or warranty warranties of any kind or nature whatsoever, including with respect to Purchaser Parent Parent, its Subsidiaries or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business businesses or with respect to any other information provided, or made available, to Seller Parent the Company, the Company Subsidiaries or any of its Affiliates or their respective Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this AgreementTransactions, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying thereof, and Parent and Merger Sub hereby expressly disclaim any such forecasts, projections other representations or business plans or other informationwarranties. Except to the extent expressly provided in this Agreement with respect to the representations Parent and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser Merger Sub acknowledge and their respective Affiliates disclaims any and all representations and warranties, whether express or impliedagree that, except for the representations and warranties contained made by the Company in this Article V 4 (as qualified by the applicable items disclosed in the Company Disclosure Letter) or in any Ancillary Implementing Agreement. Notwithstanding anything to other agreement or certificate delivered in connection with the contrary contained in this AgreementTransactions, neither Purchaser Parent, Purchaser the Company nor any of their respective Affiliates makes Company Related Party is making or has made any express representations or implied representation warranties, expressed or warranty implied, at law or in equity, with respect to or on behalf of the Purchaser Company or any of the Company Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or any of the Company Subsidiaries or any other matter furnished or provided to Parent Retained Businesses or Purchaser Merger Sub or Made Available to Parent, Merger Sub or their Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions. Parent Retained Liabilitiesand Merger Sub are not relying and specifically disclaim that they are relying upon or have relied upon any representations or warranties other than the representations and warranties contained in Article 4 (as qualified by the applicable items disclosed in the Company Disclosure Letter) or in any other agreement or certificate delivered in connection with the Transactions, and acknowledge and agree that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Parent and Merger Sub have conducted their own independent investigation of the Acquired Companies and the Transactions and have had reasonable opportunity to discuss and ask questions regarding the Acquired Companies’ businesses with the management of the Company.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V IV or in any Ancillary Implementing Agreementcertificate delivered hereunder, neither Purchaser Parent the Company nor Purchaser nor any of their respective Affiliates, Representatives or any other Person on behalf of the Company makes, or has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this AgreementCompany, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf ofof itself, Purchaser Parent, Purchaser or any each of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser the Company’s Subsidiaries and their respective Affiliates disclaims any and all representations and warrantiesRepresentatives, whether express or impliedhereby disclaims), except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Company or any of the Company’s Subsidiaries or with respect to the accuracy or completeness of any information provided, or made available, to Parent, Acquisition Sub or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement, and Parent Retained Businesses and Acquisition Sub and their respective Representatives and Affiliates are not relying on, and waive any claim based on reliance on, any representation, warranty or Purchaser other information of the Company, any of the Company’s Subsidiaries or any other Person except for those expressly set forth in this Article IV or in any certificate delivered hereunder. Except for the representations and warranties expressly set forth in this Article IV or in any certificate delivered hereunder, none of the Company, any of the Company’s Subsidiaries or any other Person makes (and the Company, on behalf of itself, each of the Company’s Subsidiaries, and their respective Affiliates and Representatives, hereby disclaims) any express or implied representation or warranty (including as to completeness or accuracy) to Parent Retained Liabilitiesor Acquisition Sub with respect to, and none of the Company, the Company’s Subsidiaries or any other Person shall be subject to, any liability to Parent, Acquisition Sub or any other Person resulting from, the Company, the Company’s Subsidiaries or their respective Representatives providing or making available to Parent, Acquisition Sub or any of their Affiliates or their respective Representatives, or resulting from the omission of, any estimate, projection, prediction, forecast, data, financial information, memorandum, presentation or any other materials or information, including any materials or information made available to Parent and/or its Representatives or Affiliates in connection with presentations by the Company’s management or information made available on any electronic data room for “Project Heisman” and maintained by the Company for purposes of the Merger, the Offer and the other transactions contemplated by this Agreement, including the electronic data room hosted by Datasite under the title Project Heisman (collectively, the “VDR”).

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V IV or in any Ancillary Implementing Agreementcertificate delivered hereunder, neither Purchaser Parent the Company nor Purchaser nor any of their respective Affiliates, Representatives or any other Person on behalf of the Company makes, or has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this AgreementCompany, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf ofof itself, Purchaser Parent, Purchaser or any each of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser the Company’s Subsidiaries and their respective Affiliates disclaims any and all representations and warrantiesRepresentatives, whether express or impliedhereby disclaims), except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Company or any of the Company’s Subsidiaries or with respect to the accuracy or completeness of any information provided, or made available, to Parent, Acquisition Sub or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement, and Parent Retained Businesses and Acquisition Sub and their respective Representatives and Affiliates are not relying on, and waive any claim based on reliance on, any representation, warranty or Purchaser other information of the Company, any of the Company’s Subsidiaries or any other Person except for those expressly set forth in this Article IV or any certificate delivered hereunder. Except for the representations and warranties expressly set forth in this Article IV or any certificate delivered hereunder, none of the Company, any of the Company’s Subsidiaries or any other Person makes (and the Company, on behalf of itself, each of the Company’s Subsidiaries, and their respective Affiliates and Representatives, hereby disclaims) any express or implied representation or warranty (including as to completeness or accuracy) to Parent Retained Liabilitiesor Acquisition Sub with respect to, and none of the Company, the Company’s Subsidiaries or any other Person shall be subject to, any liability to Parent, Acquisition Sub or any other Person resulting from, the Company, the Company’s Subsidiaries or their respective Representatives providing or making available to Parent, Acquisition Sub or any of their Affiliates or their respective Representatives, or resulting from the omission of, any estimate, projection, prediction, forecast, data, financial information, memorandum, presentation or any other materials or information, including any materials or information made available to Parent and/or its Representatives or Affiliates in connection with presentations by the Company’s management or information made available on any electronic data room for “Project Winston” and maintained by the Company for purposes of the Merger and the other transactions contemplated by this Agreement, including the electronic data room hosted by Mxxxxxx under the title Project Winston (collectively, the “VDR”).

No Other Representations or Warranties. (a) Except for the representations and warranties contained expressly set forth in this Article V IV (as modified by the Disclosure Schedules) or the other Transaction Agreements, none of the Seller Parties or any other Person has made, makes or shall be deemed to make any other representation or warranty of any kind whatsoever, express or implied, written or oral, at law or in any Ancillary Implementing Agreementequity, neither Purchaser Parent nor Purchaser nor on behalf of the Seller Parties, the Transferred Entities or any of their respective Affiliates, Representatives including any representation or warranty regarding any Seller Party, any Transferred Entity or any other Person makes Person, the Transferred Equity Interests, any express Transferred Assets, any Liabilities of any Seller Party or implied representation Transferred Entity, any Assumed Liabilities, the Business, any Transaction, any other rights or warranty with respect obligations to Purchaser Parent or Purchaser be transferred pursuant to the Transaction Agreements or any of their respective Subsidiaries or Affiliatesother matter, and the Purchaser Business or with respect to any Seller Parties hereby disclaim all other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in of any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warrantykind whatsoever, express or implied, as to the prospects written or oral, at law or in equity, whether made by or on behalf of Purchaser or the Purchaser Business or their profitabilityany Seller Party, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent Transferred Entity or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other informationPerson. Except to the extent expressly provided in this Agreement with respect to for the representations and warranties contained expressly set forth in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, IV or the use by any of its Affiliates or Representatives ofother Transaction Agreements, any information, including information, documents, each Seller Party hereby disclaims all Liability and responsibility for all projections, forecasts, business plans estimates, financial statements, financial information, appraisals, statements, promises, advice, data or other material made available to Seller Parentinformation made, its Affiliates communicated or Representatives by any meansfurnished (orally or in writing, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser electronically) to Buyer or any of their respective Buyer’s Affiliates or Representativesany Representatives or Buyer or any of Buyer’s Affiliates, including omissions therefrom. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or impliedWithout limiting the foregoing, except for the representations and warranties contained expressly set forth in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to IV and the contrary contained in this Agreementother Transaction Agreements, neither Purchaser Parent, Purchaser nor any of their respective Affiliates no Seller Party makes any express or implied representation or warranty with respect of any kind whatsoever, express or implied, written or oral, at law or in equity, to Buyer or any of its Affiliates or any Representatives of Buyer of any of its Affiliates regarding the Purchaser Parent Retained Businesses success, profitability or Purchaser Parent Retained Liabilitiesvalue of the Transferred Entities, the Transferred Assets, the Transferred Equity Interests or the Business.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser MergerCo 1 and their respective Affiliates disclaims any MergerCo 2 hereby acknowledge and all representations and warranties, whether express or impliedagree that, except for the representations and warranties contained made by the Paired Entities in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this AgreementV, neither Purchaser none of Parent, Purchaser nor MergerCo 1 or MergerCo 2 has been induced by or relied upon any representations, warranties or statements, whether express or implied, made by the Paired Entities or the Paired Entities Subsidiaries or any of their respective Affiliates makes affiliates, stockholders or Representatives or any other person, whether or not any such representations, warranties or statements were made in writing or orally. Each of Parent, MergerCo 1 and MergerCo 2 hereby acknowledge and agree that, except for the representations and warranties made by the Paired Entities in Article V, none of the Paired Entities or the Paired Entities Subsidiaries or any of their respective affiliates, stockholders or Representatives, has made or is making any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses Paired Entities or Purchaser Parent Retained Liabilities.the Paired Entities Subsidiaries or their respective businesses or operations, including with respect to any information provided or made available to Parent, MergerCo 1, MergerCo 2 or any of their respective affiliates, stockholders or Representatives, or any other person acting on their behalf, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to Parent, MergerCo 1 or MergerCo 2 or any of their respective affiliates, stockholders or Representatives, or any other person acting on their behalf, in connection with this Agreement, the transactions contemplated hereby or otherwise. In connection with the due diligence investigation of the Paired Entities and the Paired Entities Subsidiaries by Parent, MergerCo 1, MergerCo 2 and their respective affiliates, stockholders and Representatives, Parent, MergerCo 1, MergerCo 2 and their respective affiliates, stockholders and Representatives have received and may continue to receive after the date hereof from the Paired Entities, the Paired Entities Subsidiaries and their affiliates, stockholders and Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Paired Entities, the Paired Entities Subsidiaries and their businesses and operations. Without limiting the representations and warranties made by the Paired Entities in Article V, Parent, MergerCo 1 and MergerCo 2 hereby acknowledge and agree that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent, MergerCo 1 and MergerCo 2 are familiar, and that Parent, MergerCo 1 and MergerCo 2 are taking responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans). Accordingly, Parent, MergerCo 1 and MergerCo 2 hereby acknowledge and agree that none of the Paired Entities or the Paired Entities Subsidiaries, or any of their respective affiliates, stockholders or Representatives, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans), in each case, other than the express representations and warranties set forth in Article V.

No Other Representations or Warranties. (a) Except for the representations and warranties contained expressly set forth in this Article V IV (as modified by the Company Disclosure Schedule), Buyer acknowledges that none of Seller, the Acquired Companies or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person on behalf of any of them makes or has made, and Buyer has not relied upon, any express or implied representation or warranty with respect to Purchaser Parent to, or Purchaser on behalf of, Seller or the Acquired Companies, or any of their respective Subsidiaries or Affiliates, the Purchaser Business or their respective businesses or properties or with respect to any other information providedinformation, documents, presentations, forecasts, budgets or estimates provided or made available, available to Seller Parent or any of its Affiliates or Representatives Buyer in connection with this Agreement or the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or Transactions, including in any Ancillary Implementing Agreement“data rooms” or management presentations, neither Purchaser Parent nor Purchaser nor including the accuracy or completeness thereof, and Seller, the Acquired Companies and their respective Affiliates hereby disclaim any such representation or warranty whether by Seller or the Acquired Companies, or any of their respective Affiliates, Representatives or any other Person has made on behalf of any representation of them. Buyer understands that the Acquired Companies own or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitabilityhave rights to, or with respect purport to any forecastshave rights to, projections or business plans utilize, real property and improvements (for which Seller makes no representations or warranties other information than as expressly set forth in Article IV (including any Evaluation Material (as defined in if any)). In acquiring the Confidentiality Agreement)) delivered to Seller Parent Acquired Companies, Buyer acknowledges that Buyer is indirectly acquiring certain rights in, or ownership and/or use of, real property held or owned by Western or any of its Affiliates Subsidiaries, including rights in, or Representatives ownership and/or use of, real property utilized by the Acquired Companies in connection with Seller Parent’s review of Purchaser or the Purchaser Business Yuba Goldfields (together, the “Disclaimed Real Estate”), and does so, subject to the negotiation representations, warranties and execution of indemnities in this Agreement, including “AS IS, WHERE IS” AND “WITH ALL FAULTS, LIABILITIES, AND DEFECTS, LATENT OR OTHERWISE, KNOWN OR UNKNOWN,” in their present state and condition, with no right of recourse against Seller (or any related or affiliated party) for same. Buyer acknowledges that Buyer has been, or will be, given the opportunity to conduct its own investigation as to any matter, fact, or issue that might influence Buyer’s decision to purchase the accuracy Acquired Companies. Buyer acknowledges that Seller and Seller’s agents, contractors, consultants, attorneys, and representatives have not made, do not make, and specifically negate and disclaim, and Buyer is not relying on, any representations, warranties, promises, covenants, agreements or completeness thereof or the reasonableness guaranties of any assumptions underlying any such forecasts, projections kind or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warrantiescharacter whatsoever, whether express or implied, except for the representations and warranties contained in this Article V oral or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreementwritten, neither Purchaser Parentpast, Purchaser nor any of their respective Affiliates makes any express present or implied representation future, of, as to, concerning, or warranty with respect to the Purchaser Parent Retained Businesses Disclaimed Real Estate, except as expressly set forth in Section 4.6(b)(x) and Section 4.22, including any of the following: the value of the Disclaimed Real Estate; any income to be derived from the Disclaimed Real Estate; the suitability of the Disclaimed Real Estate for any and all activities and uses which Buyer may conduct thereon, including the possibilities for future development of the Disclaimed Real Estate; the habitability, merchantability, marketability, profitability or Purchaser Parent Retained Liabilitiesfitness for a particular purpose of the Disclaimed Real Estate; the manner, quality, state of repair or lack of repair on the Disclaimed Real Estate; the nature, quality or condition of the Disclaimed Real Estate, including with respect to water conditions, soil, geological or geotechnical condition (including soil expansiveness, corrosiveness, or stability, or seismic, hydrological, geological and topographical conditions and configurations, including any opinions or conclusions of any soils engineer(s) retained to perform geotechnical and/or soils studies or to oversee any soils engineering aspects of developing the Disclaimed Real Estate); the manner or quality of the construction or materials, if any, incorporated into the Disclaimed Real Estate; compliance with any environmental protection, pollution or land use laws, rules, regulations, orders, codes or requirements (except as may relate to a release of Hazardous Substances), including, but not limited to, the Americans with Disabilities Act of 1990, California Health & Safety Codes, Environmental Laws and regulations promulgated under any of the foregoing (all as have been or may be amended from time to time); the presence or absence of any underground storage tanks on the Disclaimed Real Estate or on property adjacent to or near the Disclaimed Real Estate; the content, completeness or accuracy of any feasibility or due diligence documents, any other materials related to Buyer’s feasibility review, or any preliminary reports or other reports or commitments regarding title to the Disclaimed Real Estate; the conformity of the Disclaimed Real Estate to past, current or future applicable zoning or building requirements; deficiency of any undershoring; deficiency of any drainage; the fact that all or a portion of the Disclaimed Real Estate may be located on or near an earthquake fault line or in or near an earthquake or seismic hazard zone; the fact that all or a portion of the Disclaimed Real Estate may be located in or near a “wildlands” area or a state fire responsibility area; the existence of vested land use, zoning or building entitlements affecting the Disclaimed Real Estate; water rights or the availability of or access to water; the availability of or access to sewer improvements; or utilities or availability thereof.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V IV or in any Ancillary Implementing Agreementcertificate delivered by the Sellers pursuant to Section 1.1(a)(ii) (as qualified by the Company Disclosure Letter in accordance with Section 10.1), neither Purchaser Parent nor Purchaser nor none of such Seller or any of their respective Affiliatesits, his or her Representatives makes any representation or warranty to the Buyer Entities or any other Person has made any representation or warrantyPerson, express or implied, as to the prospects of Purchaser at law or the Purchaser Business or their profitabilityin equity, or with respect to any forecastssuch Seller, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent Company or any of its Affiliates Affiliates, the Transferred Securities, the properties, assets or Representatives in connection with Seller Parent’s review Liabilities of Purchaser such Seller, the Company or any of its Subsidiaries, the Purchaser Business and the negotiation and execution of other transactions contemplated by this AgreementAgreement or any other Transaction Document, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying information regarding such Seller, the Company or any such forecastsof its Subsidiaries, projections or business plans or other information. Except to the extent expressly provided in this Agreement including with respect to (a) merchantability or fitness for any particular use or purpose, (b) the representations and warranties contained in this Article V operation or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any probable success or profitability of their respective Affiliates, Representatives the Company or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives ofSubsidiaries following the Closing, (c) any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours presentation or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser materials made available to the Buyer Entities or any of their respective Affiliates Representatives in the Data Room or Representativesotherwise in connection with this Agreement, the other Transaction Documents or the Transactions, (d) any future results, financial projection, estimate, forecast, budget or financial data or report (including the reasonableness of the assumptions underlying such projections, estimates, forecasts, budgets or prospects) relating to the Company or any of its Subsidiaries, (e) any other information made available (orally or in writing) to the Buyer Entities or their Representatives or (f) any other matter or thing. Each Any such other representation or warranty is hereby expressly disclaimed. Except in the case of Purchaser ParentFraud, Purchaser and their respective Affiliates disclaims no Seller is relying, or has relied, upon any and all representations and warrantiesor warranties whatsoever regarding the subject matter of this Agreement or the other Transaction Documents, whether express or implied, except for the representations and warranties contained expressly set forth in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything V. Such representations and warranties constitute the sole and exclusive representations and warranties made to the contrary contained Sellers in this Agreementconnection with the Transactions and the Sellers and their Affiliates understand, neither Purchaser Parent, Purchaser nor acknowledge and agree that any such other representations or warranties are hereby expressly disclaimed. Nothing herein shall restrict or otherwise limit any Party’s rights or remedies in the event of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained LiabilitiesFraud.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V or in None of Wellmont nor any Ancillary Implementing Agreementaffiliate thereof, neither Purchaser Parent nor Purchaser nor any of their respective Affiliatesagents (financial, Representatives legal or otherwise), makes or has made any representations or warranties, express or implied, of any nature whatsoever relating to Wellmont or the Wellmont Subsidiaries or the business of Wellmont and the Wellmont Subsidiaries or otherwise in connection with the transactions contemplated by this Agreement, other than those representations and warranties of Wellmont expressly set forth in this ARTICLE III. Wellmont hereby expressly disclaims, and MSHA acknowledges that it is not relying on, any other Person makes express or implied representations or warranties with respect to any matter whatsoever, including any express or implied representation or warranty with respect as to Purchaser Parent the completeness of the information contained in this Agreement. Without limiting the generality of the foregoing, MSHA acknowledges that none of Wellmont nor any affiliate or Purchaser agents thereof has made, and shall not be deemed to have made, any representations or any of their respective Subsidiaries warranties, express or Affiliatesimplied, in, or concerning the accuracy or completeness of, the Purchaser Business or with respect materials relating to any other information providedthe business of Wellmont and the Wellmont Subsidiaries made available to MSHA and its affiliates and agents, including due diligence materials, or made availablein any presentation about the business of Wellmont and the Wellmont Subsidiaries by Xxxxxxxx, to Seller Parent management of Wellmont or any of its Affiliates or Representatives others in connection with the transactions contemplated hereby. Except as expressly set forth in the representations by this Agreement, and warranties no statement contained in this Article V any of such materials or made in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any such presentation shall be a representation or warrantywarranty hereunder or otherwise or be relied upon by MSHA in executing, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to delivering and performing this Agreement. MSHA acknowledges that any forecastscost estimates, projections or business plans or other predictions, any data, any future financial information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates memoranda or Representatives in connection with Seller Parent’s review of Purchaser offering materials or the Purchaser Business and the negotiation and execution of this Agreementpresentations, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject but not limited to, any Liability confidential information memorandum or other obligation to Seller Parentsimilar materials made available by Wellmont, its Affiliates affiliates or Representatives agents are not and shall not be deemed to be or any other Person resulting from Seller Parent’s use ofto include representations or warranties of Wellmont, and are not and shall not be relied upon by MSHA or the use by any of its Affiliates or Representatives ofaffiliates in executing, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser delivering and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in performing this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything Furthermore, Xxxxxxxx and MSHA each hereby acknowledge that this Agreement embodies the justifiable expectations of sophisticated parties derived from arm’s-length negotiations; all parties to the contrary contained this Agreement specifically acknowledge that no party has any special relationship with another party that would justify any expectation beyond that of an ordinary buyer and an ordinary seller in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilitiesan arm’s- length transaction.

No Other Representations or Warranties. (a) Except for the representations and warranties of Seller and the Company contained in this Article V II and Article IV, respectively, or in any Ancillary Implementing Agreement, neither certificate delivered by Seller or the Company to Purchaser Parent nor (and notwithstanding the delivery or disclosure to Purchaser nor any of their respective or its Affiliates, Representatives or its or their officers, directors, managers, accountants, legal counsel, financial advisors agents or other representatives (collectively, “Representatives”) of any documentation, projections, estimates, budgets or other information), Purchaser acknowledges that (x) none of Seller, the Company, the Company Subsidiaries or any other Person makes on behalf of Seller or the Company makes, or has made, any express or implied representation or warranty relating to itself or its business or otherwise in connection with respect this Agreement, the Share Purchase or the other transactions contemplated by this Agreement and Purchaser is not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by Seller, the Company, the Company Subsidiaries or any other Person on behalf of Seller or the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement and the Share Purchase, and if made, such representation or warranty shall not be relied upon by Purchaser Parent as having been authorized by such entity and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Purchaser or any of their respective Subsidiaries its Representatives, including any materials or Affiliatesinformation made available to Purchaser in connection with presentations by Seller or the Company’s management, the are not and shall not be deemed to be or include representations or warranties. Purchaser Business or with respect to any other information provided, or made availableacknowledges that it has conducted, to Seller Parent or any its satisfaction, its own independent investigation of the condition, operations and business of the Company and, in making its Affiliates or Representatives in connection determination to proceed with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of by this Agreement, including as to the accuracy or completeness thereof or Share Purchase, Purchaser has relied solely on the reasonableness results of any assumptions underlying any such forecasts, projections or business plans or other information. Except to its own independent investigation and the extent expressly provided in terms of this Agreement with respect to the representations and warranties contained in this Article V has not relied directly or in indirectly on any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives materials or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material information made available to Seller Parent, Purchaser and/or its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser of Seller or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained LiabilitiesCompany.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V III and the other Transaction Documents, none of Seller, the other Seller Entities or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser Seller, the other Seller Entities or any of their respective Subsidiaries or Affiliates, the Purchaser Purchased Assets, the Business or with respect to any other information provided, or made available, to Seller Parent Purchaser or any of its Affiliates or Representatives in connection with the Transaction and the other transactions contemplated herebyby this Agreement or the other Transaction Documents. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser Neither Seller nor any of their respective its Affiliates, Representatives or any other Person has made any express or implied representation or warranty, express or implied, as warranty with respect to the prospects of Purchaser or the Purchaser Business or their profitabilityits profitability for Purchaser, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material Confidential Information (as defined in the Seller Confidentiality Agreement)) delivered to Seller Parent Purchaser or any of its Affiliates or Representatives in connection with Seller ParentPurchaser’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to for the representations and warranties contained in this Article V III and the other Transaction Documents, none of Seller, the other Seller Entities or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, Purchaser or any of its Affiliates or Representatives or any other Person resulting from Seller Parentthe sale and purchase of the Purchased Assets or the Business or Purchaser’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material (including any Confidential Information (as defined in the Seller Confidentiality Agreement)) made available to Seller ParentPurchaser, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser ParentSeller, Purchaser the other Seller Entities or any of their respective Affiliates or Representatives, or Purchaser or its Affiliates or Representatives with respect to the transactions contemplated by this Agreement or the other Transaction Documents. Each of Purchaser Parent, Purchaser Seller and the other Seller Entities and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V III or in any Ancillary Implementing Agreementthe other Transaction Documents. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, neither Purchaser Parentnone of Seller, Purchaser nor the other Seller Entities or any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses Excluded Assets or Purchaser Parent the Retained Liabilities.

No Other Representations or Warranties. (a1) Except for the representations and warranties contained in this Article V Agreement (including any certificate or other instrument delivered in any Ancillary Implementing Agreementconnection herewith or therewith), neither Purchaser none of Seller Parent nor Purchaser nor any of or its Affiliates or their respective Affiliates, Representatives or makes any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any on behalf of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warrantyParent, express or implied, as to the prospects at law or in equity, in respect of Purchaser Seller Bank or the Purchaser Business its Subsidiaries, their respective businesses, operations, assets, liabilities, conditions (financial or their profitabilityotherwise) or prospects, or with respect to any forecaststhe subject matter of this Agreement or the Ancillary Agreements, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with and Seller Parent’s review , Seller and Seller Bank, each on behalf of Purchaser or the Purchaser Business itself and the negotiation and execution of this Agreementits Subsidiaries, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying hereby disclaim any such forecastsother representations or warranties. In particular, projections or business plans or other information. Except to without limiting the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreementforegoing disclaimer, neither Purchaser Parent nor Purchaser nor any none of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, person makes or the use by has made any of its Affiliates representation or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available warranty to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser Bank, their Affiliates or Representatives with respect to (A) any of financial projection, forecast, estimate, budget or prospective information relating to Seller, Seller Bank, or their respective Affiliates Subsidiaries or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warrantiesbusinesses, whether express or implied, (B) except for the representations and warranties contained made by Seller Parent in this Article V Agreement (including any certificate or other instrument delivered in connection herewith or therewith), any Ancillary Implementing Agreement. Notwithstanding anything oral or written information presented to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of Bank or their respective Affiliates or Representatives in the course of their due diligence investigation of Seller, Seller Bank, or their respective Subsidiaries, the negotiation of this Agreement or the Ancillary Agreements or in the course of the Transactions. For the avoidance of doubt, none of Seller Parent, or its Affiliates makes any express any, and Seller Parent and its Affiliates hereby disclaim all, representations or implied representation or warranty warranties with respect to the Purchaser Parent Retained Businesses Excluded Subsidiaries or Purchaser Parent Retained its assets, Liabilities, business or financial condition.

No Other Representations or Warranties. (a) Except for the representations and warranties contained made by the Company in this Article V III, none of the Company, any of its Subsidiaries or any other Person has made or is making any express or implied, at law or in equity, representation or warranty with respect to or on behalf the Company or any Ancillary Implementing Agreementof its Affiliates, neither Purchaser their businesses, operations, assets, liabilities, financial condition or results of operations or the accuracy or completeness of any information regarding the Company or its Affiliates or any other matter notwithstanding the delivery or disclosure to the Parent nor Purchaser nor Parties, or any of their respective Representatives or Affiliates of any documentation or other information by the Company or any of its Subsidiaries or any of its or their Representatives in expectation of, or in connection with, this Agreement or the Transactions or with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to the Parent Parties or any of their respective Representatives or Affiliates. The Company and its Affiliates hereby disclaim any other representations or warranties, Representatives whether made by the Company or any of its Subsidiaries or any of their respective Affiliates or Representatives. Except for the representations and warranties made by the Parent Parties in Article IV, the Company hereby acknowledges and agrees that none of the Parent Parties, any of their Affiliates or any other Person makes has made or is making, any 33 express or implied representation or warranty with respect to Purchaser or on behalf of the Parent or Purchaser Parties or any of their respective Subsidiaries or Affiliates, and the Purchaser Business Company hereby expressly disclaims reliance upon any representations or warranties with respect to any other information provided, or made available, to Seller on behalf of the Parent Parties or any of its Affiliates their Affiliates, whether made by Parent Parties or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser Subsidiaries or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained made by the Parent Parties in this Article V or in any Ancillary Implementing AgreementIV. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilities.ARTICLE IV

No Other Representations or Warranties. (a) Except Buyer acknowledges that, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement5, neither Purchaser Parent Seller nor Purchaser nor any of their respective Affiliates, Representatives or any other Person on behalf of Seller makes in this Agreement, or has made verbally or in writing in any other instrument or document other than the Agreement, any express or implied representation or warranty with respect to Purchaser Parent or Purchaser Seller or any of their respective Subsidiaries the Acquired Assets (including representations and warranties as to title to or Affiliates, the Purchaser Business condition of the Facility or any other Acquired Assets or as to any Confidentiality Arrangements or Potentially Confidential Information with respect to the Assigned Contracts or any other Acquired Assets) or with respect to any other information provided, provided by or made available, on behalf of Seller to Buyer. Buyer’s acceptance of the Deed pursuant to Article 4 of this Agreement shall constitute Buyer’s acknowledgement and agreement (i) that neither Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any Person on behalf of their respective AffiliatesSeller has made any written or verbal warranty or representation of any kind with respect to the Acquired Assets, Representatives Assumed Liabilities or Excluded Liabilities; (ii) that Buyer has not relied upon any written or verbal representation or warranty made by Seller or any other Person has made any representation or warranty, express or implied, as to the prospects on behalf of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations Acquired Assets, Assumed Liabilities or Excluded Liabilities; (iii) that Buyer has had such opportunity as it considers adequate to inspect and warranties contained examine the Facility and other Acquired Assets, and Buyer in this Article V or fact has conducted such inspections and examinations and such other due diligence as it considers reasonable and necessary; and (iv) that based upon said inspections, examinations and other due diligence, Buyer has determined that the Acquired Assets in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any their condition as of their respective Affiliates, Representatives or any other Person will have, or the Closing (which condition shall be subject to, any Liability or other obligation “AS IS,” “WHERE IS” and “WITH ALL FAULTS” pursuant to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller ParentSection 8.4) is fit for and compatible with Buyer’s intended use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilitiespurposes.

No Other Representations or Warranties. (a) Except for the representations and warranties contained made by the Company in this Article V or in any Ancillary Implementing AgreementIII, neither Purchaser Parent the Company nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any other express or implied representation or warranty with respect to Purchaser Parent any of the Company, its Subsidiaries or Purchaser the Joint Venture Entities or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Subsidiaries Representatives of any documentation, forecasts or Affiliates, the Purchaser Business or other information with respect to any other information providedone or more of the foregoing, or made availableand each of Parent and Merger Sub acknowledge the foregoing. In particular, to Seller Parent or any and without limiting the generality of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in foregoing, except for the representations and warranties contained made by the Company in this Article V or in any Ancillary Implementing AgreementIII, neither Purchaser Parent the Company nor Purchaser nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub or any of their respective AffiliatesRepresentatives with respect to (a) any financial projection, Representatives forecast, estimate, budget or prospect information relating to any other of the Company, its Subsidiaries or the Joint Venture Entities or their respective businesses, (b) any judgment based on actuarial principles, practices or analyses by any Person has made any representation or warranty, express or implied, as to the prospects future satisfaction or outcome of Purchaser any assumption or the Purchaser Business otherwise concerning reserves for losses, loss adjustment expenses or their profitabilityuncollectible reinsurance or (c) any oral or written information presented to Parent, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent Merger Sub or any of its Affiliates or their respective Representatives in connection with Seller Parent’s review the course of Purchaser their due diligence investigation of the Company, the negotiation of this Agreement or the Purchaser Business course of the Transactions. Each of the Company Shareholders and the negotiation Company acknowledges and execution agrees that except for the representations and warranties of this AgreementParent and Merger Sub made in Article IV, neither Company Shareholder nor the Company has relied upon on any representation, warranty or statement, including as to the accuracy or completeness thereof thereof, either express or the reasonableness of any assumptions underlying any such forecastsimplied, projections whether written or business plans oral, concerning Parent, Merger Sub or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives Affiliates or any other Person will haveof their respective businesses, operations, assets, liabilities, results of operations, condition (financial or be subject tootherwise) or prospects, any Liability the transactions contemplated by this Agreement and the Ancillary Agreement or other obligation otherwise with respect to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use information provided by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser of Parent, Purchaser Merger Sub or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilities.ARTICLE IV

No Other Representations or Warranties. (a) Except Notwithstanding anything contained in this Article III or any other provision of this Agreement to the contrary, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V III, the other Transaction Documents and any certificates delivered pursuant hereto or in any Ancillary Implementing Agreementthereto, neither Purchaser Parent nor Purchaser nor any none of their respective AffiliatesSeller, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser Entities or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims Representatives has made or makes any and all representations and warrantiesrepresentation or warranty whatsoever, whether express or implied, to Purchaser, or any of its Affiliates or Representatives. Further to the foregoing, none of Seller, the Seller Entities or any of their respective Affiliates or Representatives makes, has made or has authorized any Person to make any representations or warranties whatsoever, express or implied, to Purchaser, any of its Affiliates or its Representatives as to (and none of Seller, the Seller Entities or any of their respective Affiliates or Representatives shall be subject to any Liability for any inaccuracy, misstatement or omission with respect to) the NewCo Equity Interests, the Purchased Assets, the Assumed Liabilities, the GES Business, their financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the NewCo Equity Interests, the Purchased Assets, the Assumed Liabilities, or the GES Business furnished or made available to Purchaser and its Affiliates and Representatives (including in any data room, confidential information memorandum or presentation by Seller, the Seller Entities or management of the GES Business or Representatives or Affiliates of Seller or the Seller Entities), or as to any other matters, and in each case, except for the representations and warranties contained as expressly set forth in this Article V III, the other Transaction Documents or in any Ancillary Implementing Agreementcertificates delivered pursuant hereto or thereto. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parentexcept as expressly set forth in this Article III or any certificates delivered pursuant hereto, Purchaser nor none of Seller, the Seller Entities or any of their respective Affiliates or Representatives has made or makes any representation or warrant, whether express or implied implied, with respect to any Excluded Assets or Retained Liabilities. Seller further specifically disclaims any statement, representation or warranty of merchantability, usage, suitability or fitness for any particular purpose with respect to assets of the Purchaser Parent Retained Businesses GES Business, any part thereof, the workmanship thereof and the absence of any defects therein, whether latent or Purchaser Parent Retained Liabilitiespatent, it being understood that such assets are being acquired “as is, where is” on the Closing Date, and in their present condition, except as expressly set forth otherwise in this Agreement.

No Other Representations or Warranties. (a) Except for the representations and warranties contained of Acquiror expressly set forth in this Article V or in any Ancillary Implementing AgreementAgreement and the Other Transaction Agreements, neither Purchaser Parent the Acquiror nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any other express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any on behalf of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent Acquiror or any of its Affiliates Subsidiaries with respect to the Acquiror or Representatives in connection with the transactions contemplated herebyby this Agreement and the Other Transaction Agreements. Except as expressly set forth in the The representations and warranties contained made in this Article V Agreement and the Other Transaction Agreements with respect to the Acquiror and the transactions contemplated by this Agreement and the Other Transaction Agreements are in lieu of all other representations and warranties Acquiror and its Subsidiaries might have given Parent, including implied warranties of merchantability and implied warranties of fitness for a particular purpose. Parent acknowledges that all other warranties that Acquiror and its Subsidiaries or anyone purporting to represent Acquiror and its Subsidiaries gave or might have given, or which might be provided or implied by applicable Law or commercial practice, with respect to Acquiror, are hereby expressly excluded. Parent acknowledges that, except as provided herein or in any Ancillary Implementing Agreementthe Other Transaction Agreements, neither Purchaser Parent nor Purchaser Acquiror nor any of its Subsidiaries nor any other Person acting on their respective Affiliates, Representatives behalf will have or be subject to any Liability or indemnification obligation to Parent or any other Person has made any representation acting on its behalf resulting from the distribution in written or warranty, express or implied, as oral communication to the prospects of Purchaser or the Purchaser Business or their profitabilityParent, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives Parent of, any information, including information, documents, projections, forecasts, business plans forecasts or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, memoranda or management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any interviews and presentations in expectation of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser the transactions contemplated by this Agreement and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained LiabilitiesOther Transaction Agreements.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V IV or in the other Transaction Documents (or any Ancillary Implementing certificates delivered by any Seller Party to Purchaser in accordance with this Agreement), neither Purchaser Parent nor Purchaser nor any acknowledges and agrees that none of their respective Affiliates, Representatives the Seller Parties or any other Person makes any express other express, implied or implied statutory representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliatesthe Business, the Purchaser Business Purchased Assets, the Assumed Liabilities or with respect to any other information providedotherwise, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent implied warranties of merchantability, fitness for a particular purpose, title, enforceability or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreementnon infringement, including as to (a) the accuracy physical condition or completeness thereof usefulness for a particular purpose of the real or tangible personal property included in the reasonableness Purchased Assets, (b) the use of the Purchased Assets and the operation of the Business by Purchaser after the Applicable Closing, in any assumptions underlying any such forecastsmanner other than as used and operated by the Seller Parties, projections or business plans (c) the probable success or other informationprofitability of the ownership, use or operation of the Purchased Assets by Purchaser after the Applicable Closing. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V IV or in the other Transaction Documents (or any Ancillary Implementing certificate delivered by any Seller Party to Purchaser in accordance with this Agreement), all Purchased Assets are conveyed on an “AS IS” and “WHERE IS” basis. Notwithstanding anything to Except for Liabilities in respect of the contrary representations and warranties contained in this Article IV or in the other Transaction Documents (or any certificates delivered by any Seller Party to Purchaser in accordance with this Agreement), neither and the indemnification obligations set forth herein, no Seller Party or any other Person will have or be subject to any liability or indemnification obligation to Purchaser Parent, Purchaser nor or any of their respective Affiliates makes other Person for any express or implied representation or warranty with respect information provided to the Purchaser Parent Retained Businesses or its representatives relating to the Business, the Purchased Assets, or otherwise in expectation of the transactions contemplated by this Agreement and any information, document, or material made available to Purchaser Parent Retained Liabilitiesor its counsel or other representatives in Purchaser’s due diligence review, including in certain “data rooms” (electronic or otherwise) or management presentations. The representations, warranties, covenants and obligations of Purchaser, and the rights and remedies that may be exercised by Purchaser shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, Purchaser or any of its representatives.

No Other Representations or Warranties. (a) Except for The Purchaser acknowledges and agrees that (i) the Sellers and the Company do not make, and have not made, any representations and or warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect relating to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliatesthe Sellers, the Purchaser Business Company or with respect to any other information providedthe Company’s Subsidiaries, or made availableProvider, to Seller Parent or any of its Affiliates or Representatives otherwise in connection with the transactions contemplated hereby. Except as herein, other than those expressly set forth in the Articles III and IV of this Agreement, and (ii) except as to such representations and warranties contained expressly set forth in Articles III and IV of this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or all property conveyed pursuant to this agreement will be on an “as is,” “where is,” “with all faults” basis and without any other Person has made any representation or warranty, express or implied, as including but not limited to warranties of merchantability, fitness for a particular purpose, operability, capacity, or condition. Without limiting the prospects generality of Purchaser or the foregoing, the Purchaser Business or their profitabilityagrees that any estimates, or with respect to any forecastsprojections, projections or business plans forecasts or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreementpredictions, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecastsdata, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreementfinancial, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projectionsreports, forecasts, business plans sales brochure or other material made available literature, maps or sketches, statements (oral or written), summaries, abstracts, indexes, descriptions or presentations (including, without limitation, any management presentation or property or facility tour or due diligence investigation), provided to Seller Parent, its Affiliates or Representatives obtained by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, the Purchaser and their respective Affiliates disclaims any concerning the Sellers, the Company or the Company’s Subsidiaries or Provider (collectively, the “Information”), are not and all shall not be deemed to be, constitute or include representations or warranties of the Sellers or the Company, and warranties, whether express or implied, except for that the only representations and warranties contained in this Article V made by the Sellers or in the Company are those expressly set forth herein. The Purchaser acknowledges that it has not relied and is not relying on any Ancillary Implementing AgreementInformation other than the Company’s and Sellers’ representations and warranties expressly set forth herein. Notwithstanding anything The Purchaser acknowledges that no Person has been authorized by the Sellers or the Company to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor make any of their respective Affiliates makes any express or implied representation or warranty with respect relating to the Purchaser Parent Retained Businesses Sellers, the Company or Purchaser Parent Retained Liabilitiesthe Company’s Subsidiaries, or Provider, or otherwise in connection with the transactions contemplated herein and, if made, such representation or warranty may not be relied upon by the Purchaser.

No Other Representations or Warranties. (a) Except Purchaser agrees that, except for the representations and warranties made by any one or more of the Seller, and expressly set forth in this Agreement and the representations and warranties contained in this Article V the documents delivered by Seller at Closing (collectively, the “Seller Representations”) no Seller, Current Operating Tenant or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser Current Manager or any of their respective Subsidiaries representatives have made (and shall not be construed as having made) to Purchaser or Affiliatesany representatives thereof any representation or warranty of any kind, including, without limitation, any representation or warranty as to the truth, accuracy or completeness of any of the materials delivered to or received by Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives Purchaser’s affiliates in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing AgreementPURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER IS ACQUIRING THE PURCHASED PROPERTY “AS-IS, neither Purchaser Parent nor Purchaser nor any of their respective AffiliatesWHERE IS AND WITH ALL FAULTS” IN THE PRESENT CONDITION OF EACH FACILITY, Representatives or any other Person has made any representation or warrantySUBJECT TO REASONABLE USE, express or impliedWEAR AND TEAR, as to the prospects of Purchaser or the Purchaser Business or their profitabilityCASUALTY AND CONDEMNATION, or with respect to any forecastsAS PROVIDED HEREIN, projections or business plans or other information BETWEEN THE EFFECTIVE DATE AND THE CLOSING DATE. IT IS UNDERSTOOD AND AGREED THAT, EXCEPT FOR THE SELLER REPRESENTATIONS, NONE OF SELLER, CURRENT OPERATING TENANT OR CURRENT MANAGER, OR ANY OF THEIR RESPECTIVE AFFILIATES IS MAKING NOR HAS AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PURCHASED PROPERTY OR SELLER, CURRENT OPERATING TENANT OR CURRENT MANAGER, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF SELLER OR THE PURCHASED PROPERTIES WITH APPLICABLE LAWS. PURCHASER AND ITS AFFILIATES HAVE HAD THE OPPORTUNITY TO CONDUCT ALL INSPECTIONS AND INVESTIGATIONS OF THE PURCHASED PROPERTY AND TO REVIEW OTHER MATERIALS RELATING TO THE OPERATION OF THE PURCHASED PROPERTY AND THE BUSINESS. NONE OF PURCHASER NOR ANY OF PURCHASER’S AFFILIATES HAS RELIED AND WILL NOT RELY ON, AND NONE OF SELLER, OR CURRENT MANAGER, OR ANY OF THEIR RESPECTIVE AFFILIATES ARE LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO ANY PURCHASED PROPERTY, CURRENT OPERATING TENANT OR SELLER OR ANYTHING RELATING THERETO MADE OR FURNISHED BY ANY REAL ESTATE BROKER, INVESTMENT BANKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, CURRENT OPERATING TENANT OR CURRENT MANAGER, OR ANY OF THEIR RESPECTIVE AFFILIATES, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS INCLUDED IN THE SELLER REPRESENTATIONS. NOTWITHSTANDING THE FOREGOING, SELLER’S LIABILITY SHALL NOT BE LIMITED BY THIS SECTION 6.33 IN THE EVENT THAT SELLER KNOWINGLY WITHHOLDS FROM PURCHASER ANY INFORMATION THAT IS IN SELLER’S POSSESSION OR UNDER SELLER’S CONTROL, THE DISCLOSURE OF WHICH IS REQUIRED TO MAKE ANY OF THE REPORTS OR OTHER WRITTEN MATERIALS PREPARED BY ANY SELLER PARTY, CURRENT OPERATING TENANT OR CURRENT MANAGER (including any Evaluation Material (as defined in the Confidentiality Agreement)INCLUDING ANY OF THEIR RESPECTIVE AFFILIATES) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other informationTRUE AND CORRECT IN ALL MATERIAL RESPECTS. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained LiabilitiesTHE PROVISIONS OF THIS SECTION 6.33 SHALL SURVIVE THE CLOSING.

No Other Representations or Warranties. (a) Except for the express representations and warranties contained made by the Company in this Article V III, none of the Company, any of its Affiliates, any of its or their Representatives, or any other Person on behalf of any of them has made or is making any express or implied, at law or in equity, representation or warranty with respect to or on behalf of the Company or any Ancillary Implementing Agreementof its Affiliates, neither Purchaser their businesses, operations, assets, liabilities, financial condition or results of operations or the accuracy or completeness of any information regarding the Company or its Affiliates or their respective businesses or operations or any other matter notwithstanding the delivery or disclosure to the Parent nor Purchaser nor Parties, or any of their respective Representatives or Affiliates of any documentation or other information by the Company or any of its Affiliates or any of its or their Representatives in expectation of, or in connection with, this Agreement or the Transactions or with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered or made available to the Parent Parties or any of their respective Representatives or Affiliates. The Company, its Affiliates and its or their Representatives hereby disclaim any other representations or warranties, whether made by the Company, its Affiliates, Representatives or its or their Representatives. Except for the express representations and warranties made by the Parent Parties in Article IV, the Company hereby acknowledges and agrees that none of the Parent Parties, any of their Affiliates, any of their Representatives, or any other Person makes has made or is making, any express or implied representation or warranty with respect to Purchaser or on behalf of the Parent Parties or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives and the Company hereby expressly disclaims reliance upon any representations or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or warranties with respect to any forecasts, projections or business plans on behalf of the Parent Parties or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will havewhether made by the Parent Parties, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or impliedRepresentatives, except for the express representations and warranties contained made by the Parent Parties in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained LiabilitiesIV.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V IV or in any Ancillary Implementing Agreementcertificate of the Company delivered hereunder, neither Purchaser Parent the Company nor Purchaser nor any of their respective Affiliates, Representatives or any other Person on behalf of the Company makes, or has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this AgreementCompany, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf ofof itself, Purchaser Parenteach of the Company’s Subsidiaries hereby disclaims), Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Company or any of the Company’s Subsidiaries or with respect to the accuracy or completeness of any information provided, or made available, to Parent, Acquisition Sub or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement, and Parent Retained Businesses and Acquisition Sub and their respective Representatives and Affiliates are not relying on, and waive any claim based on reliance on, any representation, warranty or Purchaser other information of the Company, any of the Company’s Subsidiaries or any other Person except for those expressly set forth in this Article IV or any certificate of the Company delivered hereunder. Except for the representations and warranties expressly set forth in this Article IV or any certificate of the Company delivered hereunder, none of the Company, any of the Company’s Subsidiaries or any other Person makes (and the Company, on behalf of itself, each of the Company’s Subsidiaries, and their respective Affiliates and Representatives, hereby disclaims) any express or implied representation or warranty (including as to completeness or accuracy) to Parent Retained Liabilitiesor Acquisition Sub with respect to, and none of the Company, the Company’s Subsidiaries or any other Person shall be subject to, any liability to Parent, Acquisition Sub or any other Person resulting from, the Company, the Company’s Subsidiaries or their respective Representatives providing or making available to Parent, Acquisition Sub or any of their Affiliates or their respective Representatives, or resulting from the omission of, any estimate, projection, prediction, forecast, data, financial information, memorandum, presentation or any other materials or information, including any materials or information made available to Parent or its Representatives or Affiliates in connection with presentations by the Company’s management or information made available on any electronic data room for “Project Ultimate” and maintained by the Company for purposes of the Merger and the other transactions contemplated by this Agreement, including the electronic data room hosted by Datasite LLC under the title Ultimate (collectively, the “VDR”).

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V or in any Ancillary Implementing AgreementIII, neither Purchaser Parent no Acquired Company nor Purchaser nor any of their respective Affiliates, Representatives or any other Person on behalf of the Acquired Companies makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Acquired Companies or with respect to any other information provided to Parent Retained Businesses or Purchaser its Representatives, 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 of the Acquired Companies, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) regarding the Acquired Companies furnished to the Parent Retained LiabilitiesParties or their Representatives or made available to the Parent Parties and their Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Transactions, or in respect of any other matter or thing whatsoever, and no Affiliate or Representative of the Acquired Companies has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement, and the Acquired Companies disclaim any other representations or warranties, whether made by any Acquired Company or any of their respective Affiliates or Representatives. No Acquired Company nor any other Person will have or be subject to any liability to Parent or any other Person resulting from the distribution to Parent, or Parent’s use of, any such information, including any information, documents, projections, forecasts or other material made available to Parent or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Transactions, or in respect of any other matter or thing whatsoever (electronic or otherwise) or otherwise in expectation of the Transactions.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V or in any Ancillary Implementing AgreementARTICLE III (as modified by the Disclosure Schedules hereto), neither Purchaser Parent the Seller nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any other express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliatesthe Seller, TW International, the Purchaser Business Huntsville Business, the Sold Assets, the Assumed Liabilities or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of by this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or impliedand, except for the representations and warranties contained in this Article V ARTICLE III (as modified by the Disclosure Schedules hereto),the Seller disclaims any other representations or in warranties, whether made by the Seller, any Ancillary Implementing Agreement. Notwithstanding anything to Affiliate of the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor Seller or any of their respective Affiliates makes officers, directors, employees, agents or representatives, including any express or implied representation or warranty regarding the probable success or profitability of the Huntsville Business or any projections, forecasts or budgets provided with respect thereto, and including any confidential memoranda distributed on behalf of the Seller relating to the Purchaser Parent Retained Businesses Huntsville Business or Purchaser Parent Retained Liabilitiesother publications or data room information provided to the Buyer or its representatives, or any other document or information in any form provided to the Buyer or its representatives, including management presentations, in connection with the sale of the Huntsville Business and the Sold Assets, the assumption of the Assumed Liabilities and the transactions contemplated hereby. Except for the representations and warranties contained in this ARTICLE III (as modified by the Disclosure Schedules hereto), the Seller (a) expressly disclaims any representation or warranty, express or implied, at common law, by statute or otherwise relating to the condition of the Huntsville Business or the Sold Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (b) disclaims all liability and responsibility for any representation, warranty, statement or information made, communicated or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information or advice that may have been or may be provided to the Buyer by any director, manager, officer, employee, agent, consultant or representative of the Seller or any of its Affiliates). The Seller makes no representations or warranties to the Buyer regarding the probable success or profitability of the Huntsville Business.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any ‎II, the certificate contemplated by Section 5.2(c) and the Ancillary Implementing AgreementAgreements, Buyer acknowledges and agrees that neither Purchaser Parent Seller nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made on behalf of either Seller makes any representation or warranty, express or implied, as whether at law or in equity, with respect to the prospects of Purchaser or the Purchaser Business Companies or their profitability, Subsidiaries or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this AgreementEquity Interests, including as with respect to the accuracy merchantability or completeness thereof or the reasonableness of fitness for any assumptions underlying particular purpose, and any such forecastsother representations or warranties are expressly disclaimed. Buyer hereby acknowledges and agrees that, projections or business plans or other information. Except (a) except to the extent expressly provided in this Agreement with respect to the representations and warranties contained specifically set forth in this Article V or in any Ancillary Implementing Agreement‎II, Buyer is acquiring the Equity Interests on an “as is, where is” basis, (b) neither Purchaser Parent Seller Parent, Sellers nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, have or be subject to, to any Liability or other indemnification obligation to Seller Parent, its Affiliates or Representatives Buyer or any other Person resulting from Seller Parent’s use ofthe distribution to Buyer, or the use by any Buyer’s (or its Affiliates’ or their representatives’) use, of its Affiliates or Representatives of, any information, including any projections, budgets, forecasts or other written or oral information, that may have been or may be provided to Buyer by or on behalf of Seller Parent or Sellers, including any information, documents, projections, forecasts, business plans forecasts or other material made available to Seller Parentin certain “data rooms” or management presentations in expectation of the Transaction or otherwise, its Affiliates and (c) any cost estimates, projections or Representatives by other predictions, any meansdata, including in any virtual data room, confidential financial information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, memoranda or on behalf of, Purchaser Parent, Purchaser offering materials or presentations (whether written or oral) provided or addressed to Buyer are not and will not be deemed to be or to include representations and warranties of Seller or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilitiesits Affiliates.

No Other Representations or Warranties. (a) Except The Company is not relying and has not relied on any representations or warranties whatsoever regarding the Buyer, express or implied, except for the representations and warranties contained in this Article V IV (including the related portions of the Buyer Disclosure Schedule). Such representations and warranties by the Buyer constitute the sole and exclusive representations and warranties of the Buyer in connection with the Merger and the Company understands, acknowledges and agrees that all other representations and warranties of any kind or nature as to the Buyer, whether express, implied or statutory, are specifically disclaimed by the Buyer. In connection with the due diligence investigation of the Buyer and the Merger Subsidiaries by the Company, the Company and its Affiliates, directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof from the Buyer and its Affiliates, directors, officers, employees, consultants, agents, representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Buyer and its business and operations. The Company hereby acknowledges that there are uncertainties inherent in any Ancillary Implementing Agreementattempting to make such estimates, neither Purchaser Parent nor Purchaser nor projections, forecasts and other forward-looking statements, as well as in such business plans, and that the Company will have no claim against the Buyer, or any of their respective its Affiliates, Representatives directors, officers, employees, consultants, agents, representatives or advisors, or any other Person makes with respect thereto unless any such information is expressly addressed or included in a representation or warranty contained in this Agreement. Accordingly, the Company hereby acknowledges and agrees that neither the Buyer nor any of its Affiliates, directors, officers, employees, consultants, agents, representatives or advisors, nor any other Person, has made or is making any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documentsestimates, projections, forecasts, forward-looking statements or business plans unless any such information is expressly addressed or other material included in a representation or warranty made available to Seller Parent, its Affiliates by the Buyer or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary Merger Subsidiaries contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilities.

No Other Representations or Warranties. Except as expressly set forth in this Article IV or as may be set forth in any other Transaction Document, Buyer makes no representation or warranty, express or implied, at law or in equity, with respect to Buyer, its Affiliates, its businesses or financial condition or any of its assets, liabilities or operations or any other matter, and any such other representations or warranties are hereby disclaimed. Buyer acknowledges that (a) it has received access to certain books and records, facilities, equipment, Contracts and other assets of Seller and Seller Parent related to the Business, and (b) that Buyer and its Affiliates and representatives have had an opportunity to meet with the management of Seller and Seller Parent to discuss the Business. Buyer has conducted its own independent investigation, review, analysis and evaluation of the Business to assist Xxxxx in making an informed decision with respect to the purchase of the Acquired Assets and the Business, the assumption of the Assumed Liabilities and the execution of the Transaction Documents and, with respect to the transactions contemplated by this Agreement, has relied on the results of such investigation and the representations and warranties of Seller and Seller Parent in Article III and as set forth in any other Transaction Document. Except for the representations and warranties contained expressly set forth in this Article V or III and as set forth in any Ancillary Implementing Agreementother Transaction Document, Buyer hereby acknowledges that neither Purchaser Seller nor Seller Parent nor Purchaser nor any of their respective Affiliates, Representatives has made or is making any other Person makes any express or implied representation or warranty with respect to Purchaser Seller, Seller Parent or Purchaser or any of their respective Subsidiaries or Affiliates, business (including the Purchaser Business Business) or with respect to operations. Notwithstanding the foregoing, nothing in this Section 4.7 or elsewhere in this Agreement limits any claim, right or remedy that a Person may have against another Person for Fraud. Buyer specifically disclaims that it is relying upon or has relied upon any other information providedrepresentations or warranties that may have been made by Seller, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations other Person, and warranties contained in this Article V or in acknowledges and agrees that Seller and Seller Parent has specifically disclaimed and does hereby specifically disclaim any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any such other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilities.

No Other Representations or Warranties. (a) Except for the express written representations and warranties made by Xxxxxx and Merger Sub contained in this Article V or in any Ancillary Implementing AgreementIV, neither Purchaser Parent nor Purchaser Parent, Xxxxxx Sub nor any of their respective Affiliates, Representatives Representative or any other Person on behalf of either makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser them or any of their Affiliates or any of its or their respective Subsidiaries business, assets, Liabilities, financial condition or Affiliates, the Purchaser Business results of operations or with respect to any other information provided, or made available, provided to Seller Parent or any of its Affiliates or Representatives the Company in connection with the transactions contemplated hereby. Except as expressly set forth Parent and Merger Sub each acknowledges and agrees (in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreementeach case on behalf of Parent, neither Purchaser Parent nor Purchaser nor any Merger Sub, each of their respective Affiliates, Representatives or any other Person has made any representation or warrantyeach of the direct and indirect stockholders, express or impliedpartners, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans managers or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent equity or any security holders of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser Merger Sub or any of their respective Affiliates or Representatives. Each and any Representative of Purchaser Parentany of the foregoing (collectively, Purchaser and their respective Affiliates disclaims any and all representations and warrantiesthe “Parent Related Parties”)), whether express or impliedthat, except for the representations and warranties contained expressly set forth in this Article V III (a) none of the Company, any Affiliates thereof, any direct or indirect stockholder, partner, manager or other equity or security holder of the Company or any Affiliate thereof or any Representative of any of the foregoing (collectively, the “Company Related Parties”) or any other Person makes, or has made, any representations or warranties relating to itself or its business, the Company or its business or any other matter in any Ancillary Implementing Agreement. Notwithstanding anything to connection with the contrary contained in entry into this Agreement, neither Purchaser Parentthe Merger and the other transactions contemplated hereby, Purchaser nor and no Parent Related Party is relying or has relied on any representation or warranty of any Company Related Party or any other Person except for the representations and warranties of the Company expressly set forth in Article III of this Agreement, (b) no Person has been authorized by any Company Related Party to make any representation or warranty relating any Company Related Party or and of their respective Affiliates makes businesses or any express or implied other matter in connection with the entry into this Agreement, the Merger and the other transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by any Parent Related Party or any other Person as having been authorized by any Company Related Party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to any Parent Related Party or any other Person are not and shall not be deemed to be or include representations or warranties of the Company (and have not been relied upon by any Parent Related Party or any other Person) except (and only to the extent that) an express representation or warranty is made by the Company with respect to such materials or information in an express representation or warranty of the Purchaser Parent Retained Businesses or Purchaser Parent Retained LiabilitiesCompany set forth in Article III.

No Other Representations or Warranties. Except for the representations or warranties expressly set forth in this Section 3.2, neither any Parent Party nor any other Person on behalf of the Parent Parties has made, and each of the Company Parties specifically disclaims that it is relying or has relied upon, any representation or warranty, expressed or implied, with respect to the Parent, the Merger Sub or the Subsidiaries of the Parent, their businesses, operations, assets, liabilities, condition (afinancial or otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) Except or the accuracy or completeness of any information regarding the Parent, the Merger Sub or the Subsidiaries of the Parent. In particular, without limiting the foregoing disclaimer, neither any Parent Party nor any other Person makes or has made, and each of the Company Parties specifically disclaims that it is relying or has relied upon, any representation or warranty to the Company or any of its Affiliates or Representatives with respect to, except for the representations and warranties contained made by the Parent Parties in this Article V Section 3.2, any oral or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect written information presented to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent Company or any of its Affiliates or Representatives in connection with the course of their due diligence of the Parent Parties, the negotiation of this Agreement and the Ancillary Agreements to which it is a party or in the course of the transactions contemplated hereby. Except as expressly set forth in the representations and warranties Notwithstanding anything contained in this Article V or in any Ancillary Implementing AgreementAgreement to the contrary, neither Purchaser each of the Parent nor Purchaser nor any Parties acknowledge and agree that none of their respective Affiliates, Representatives the Company Parties or any other Person has made or is making any representation representations or warrantywarranties relating to the Company Parties whatsoever, express or implied, as to beyond those expressly given by the prospects of Purchaser or the Purchaser Business or their profitabilityCompany Parties in Section 3.1, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent implied representation or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including warranty as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections information regarding the Company Parties furnished or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser the Parent Parties or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilities.50

No Other Representations or Warranties. (a) Except for NEITHER SELLER, THE PRINCIPALS NOR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAVE MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO SELLER, THE PURCHASED ASSETS OR THE BUSINESS OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY AGREEMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT ENTERED INTO OR DELIVERED PURSUANT TO THIS AGREEMENT. Without limiting the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any generality of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or impliedforegoing, except for the representations and warranties contained in this Article V Agreement (as modified by the Disclosure Schedules) or in any Ancillary Implementing Agreement. Notwithstanding anything agreement, document, certificate or instrument entered into or delivered pursuant to the contrary contained in this Agreement, (a) neither Purchaser ParentSeller, Purchaser the Principals nor any of their respective Affiliates or Representatives makes any other express or implied representation or warranty with respect to Seller, the Purchaser Parent Retained Businesses Purchased Assets or Purchaser Parent Retained Liabilitiesthe Business, and Seller disclaims any other representations or warranties, whether made by Seller or any of its Affiliates or Representatives, and (b) Seller, the Principals and their respective Affiliates and Representatives disclaim all liability and responsibility for any other representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Buyer or any of its Affiliates or Representatives (including any presentation, opinion, information, projection, document, material or advice that may have been or may be provided or made available to Buyer or any of its Representatives by Seller or any of its Affiliates or Representatives).

No Other Representations or Warranties. (a) Except for the representations and warranties contained expressly set forth in this Article V 5, none of Parent, Merger Sub or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or its Affiliates nor any other Person on behalf of any of them makes or has made any express or implied representation or warranty with respect to Purchaser Parent Parent, its Subsidiaries or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business businesses or with respect to any other information provided, or made available, to Seller Parent the Company, the Company Subsidiaries or any of its their respective Representatives or Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this AgreementTransactions, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other informationthereof. Except to the extent expressly provided in this Agreement with respect to the representations Parent and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser Merger Sub acknowledge and their respective Affiliates disclaims any and all representations and warranties, whether express or impliedagree that, except for the representations and warranties contained made by the Company in this Article V 4 (as qualified by the applicable items disclosed in the Company Disclosure Schedules), neither the Company nor any other Person is making or has made any representations or warranties, expressed or implied, at law or in equity, with respect to or on behalf of the Company or any of the Company Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or any of the Company Subsidiaries or any other matter furnished or provided to Parent or Merger Sub or made available to Parent, Merger Sub or their Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any Ancillary Implementing Agreementother form in expectation of, or in connection with, this Agreement or the Transactions. Notwithstanding anything Parent and Merger Sub are not relying and specifically disclaim that they are relying upon or have relied upon any such other representations or warranties that may have been made by any Person, and acknowledge and agree that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Parent and Merger Sub have conducted their own independent investigation of the Company and the Company Subsidiaries and the Transactions and have had an opportunity to discuss and ask questions regarding the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any Company and the Company Subsidiaries’ businesses with the management of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained LiabilitiesCompany.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V or in (including any Ancillary Implementing Agreementrepresentation deemed to be made under Section 5.13 pursuant to Section 6.4(c)), neither Purchaser Parent nor Purchaser no Buyer Party nor any other Person, including any Affiliate of their respective Affiliatesany Buyer Party, Representatives makes or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses Buyer Parties or Purchaser Parent Retained Liabilitieswith respect to any other information provided to the Partnership Parties, the Board, the Conflicts Committee or their respective Representatives in connection with this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby, including the Merger. Without limiting the generality of the foregoing, except to the extent required otherwise by applicable Law, neither the Buyer Parties nor any other Person will have or be subject to, and each Buyer Party disclaims, any Liability or other obligation to the Partnership Parties or any other Person resulting from the distribution or communication to the Partnership Parties, the Board or the Conflicts Committee (including their respective Representatives) of, or the Partnership’s or the Partnership GP’s (or such Representatives’) use of, any such information, including any information, documents, projections, forecasts or other materials made available, distributed or communicated to the Partnership Parties, the Board, the Conflicts Committee or their respective Representatives in connection with the transactions contemplated by this Agreement or the other Transaction Documents, unless any such information is the subject of an express representation or warranty set forth in this Article V (including any representation deemed to be made under Section 5.13 pursuant to Section 6.4(c)). The Buyer Parties acknowledge and agree that, except for the representations and warranties contained in Article IV, the Buyer Parties have not relied on, and none of the Partnership Parties or any of their respective Affiliates or Representatives has made, any representation, warranty or statement, including as to the accuracy or completeness thereof, either express or implied, whether written or oral, concerning the Partnership Entities or any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, the transactions contemplated by this Agreement and the other Transaction Documents or otherwise with respect to information provided by or on behalf of the Partnership Parties or any of their respective Affiliates or Representatives. Except as otherwise expressly set forth in this Agreement, the Buyer Parties understand and agree that any inventory, equipment, assets, properties and business of the Partnership Entities are furnished “AS IS,” “WHERE IS” and, subject to the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained in this Article V or in any Ancillary Implementing AgreementIV, neither Purchaser Parent nor Purchaser Sirius nor any of its Affiliates nor any Person acting on any of their respective Affiliates, Representatives behalf makes any other express or any other Person makes any express implied representations or implied representation or warranty warranties with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent (a) Sirius or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing AgreementSubsidiaries, neither Purchaser Parent nor Purchaser nor any of their respective Affiliatesbusinesses, Representatives operations, assets, liabilities, condition (financial or otherwise) or prospects or any other Person has made any representation matter relating to Sirius or warranty, express its Subsidiaries or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)b) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such documentation, forecasts, projections or business plans projections, estimates or other information. Except to the extent expressly information provided in this Agreement with respect to the representations and warranties contained in this Article V by Sirius, any Affiliate of Sirius or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor Person acting on any of their respective Affiliatesbehalf to Easterly, Representatives any Affiliate of Easterly or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or acting on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreementbehalf. Notwithstanding anything to the contrary in this Agreement or the other Ancillary Agreements, Easterly acknowledges and agrees that none of Sirius or any of its Affiliates makes any representation or warranty (express or implied), and nothing contained in this Agreement, neither Purchaser Parentthe Ancillary Agreements or any other agreement, Purchaser nor any of their respective Affiliates makes any express document or implied instrument to be delivered in connection with the Transactions is intended or shall be construed to be a representation or warranty (express or implied) of Sirius or any of its Affiliates, with respect to to: (i) the Purchaser Parent Retained Businesses adequacy or Purchaser Parent Retained Liabilitiessufficiency of the reserves of Sirius or its Subsidiaries; (ii) the effect of the adequacy or sufficiency of the reserves of Sirius or its Subsidiaries on any “line item” or asset, liability or equity amount; or (iii) the future experience or profitability arising from the business of Sirius or its Subsidiaries or that the reserves of Sirius or its Subsidiaries have been or will be adequate or sufficient for the purposes for which they were established or that the reinsurance recoverables taken into account in determining the amount of such reserves will be collectible.

No Other Representations or Warranties. (a) Except for the representations and warranties contained made by the Company in this Article V or III (as qualified by the applicable items disclosed in the Company Disclosure Letter in accordance with Section 10.17 and the introduction to this Article III) (but without limiting any representations and warranties in any Ancillary Implementing Agreement), neither Purchaser Parent the Company nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express expressed or implied, as to the prospects of Purchaser at law or the Purchaser Business or their profitabilityin equity, or with respect to or on behalf of the Company or its Subsidiaries, or the accuracy or completeness of any forecastsinformation regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms”, projections “virtual data rooms”, management presentations or business plans in any other form in expectation of, or in connection with, this Agreement or the Transactions. The Company and its Subsidiaries disclaim any other information (including any Evaluation Material (as defined in representations or warranties, whether made by the Confidentiality Agreement)) delivered to Seller Parent Company or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser Subsidiaries or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser The Company acknowledges and their respective Affiliates disclaims any and all representations and warranties, whether express or impliedagrees that, except for the representations and warranties contained made by Parent in this Article V IV (as qualified by the applicable items disclosed in the Parent Disclosure Letter in accordance with Section 10.17 and the introduction to Article IV) (but without limiting any representations and warranties in any Ancillary Agreement), neither Parent nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to Parent or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained other form in expectation of, or in connection with, this Agreement, neither Purchaser Parentor the Transactions. The Company is not relying upon, Purchaser nor and has not relied upon, any of their respective other representations, warranties, statements or information that may have been made or provided by any Person in connection with the Transactions or otherwise, and acknowledges and agrees that Parent and its Affiliates makes have specifically disclaimed and do hereby specifically disclaim any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilities.other representations and warranties. ARTICLE IV

No Other Representations or Warranties. (a) Except Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that the Company and Sellers are not making any representations or warranties whatsoever, express or implied, beyond those expressly given regarding the Company in Article IV (as modified by the Disclosure Schedules hereto) and those expressly given by Sellers in Article V (as modified by the Disclosure Schedules). Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties contained of the Company set forth in this Article IV (as modified by the Disclosure Schedules hereto) or the representations and warranties of Sellers set forth in Article V or in any Ancillary Implementing Agreement(as modified by the Disclosure Schedules hereto). Purchaser acknowledges and agrees that none of the Company, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser Sellers or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects accuracy or completeness of Purchaser any information regarding the Company, or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of transactions contemplated by this Agreement not expressly set forth within this Agreement, including as to and Purchaser is not relying on anything other than the accuracy or completeness thereof or the reasonableness express provisions of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to in entering into this Agreement. None of the representations and warranties contained in this Article V or in any Ancillary Implementing AgreementCompany, neither Purchaser Parent nor Purchaser nor Sellers, any of their respective Affiliates, Representatives Affiliates or any other Person will have, have or be subject to, to any Liability or other obligation liability to Seller Parent, its Affiliates or Representatives Purchaser or any other Person resulting from Seller Parentthe distribution to Purchaser or its representatives of or Purchaser’s use of, any such information, including any confidential information memorandum distributed on behalf of Sellers or the use by Company relating to the Company or other publications, representations, warranties, forecasts, statements or information, including any of information provided in a “data room”, “management presentation”, “break-out session” or otherwise to Purchaser or its Affiliates or Representatives ofrepresentatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the Share Sale and the other transactions contemplated hereby. Purchaser acknowledges and agrees that the representations and warranties made by the Company and Sellers in this Agreement (as qualified by the Disclosure Schedules) supersede, replace and nullify in every respect all other information, including informationwhether written or oral, documents, projections, forecasts, business plans or other material made available to Seller ParentPurchaser, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representativesits representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the All representations and warranties contained set forth in this Article V or Agreement are contractual in any Ancillary Implementing Agreement. Notwithstanding anything nature only and subject to the contrary contained sole and exclusive remedies set forth herein. No Person is asserting the truth of any representation or warranty set forth in this Agreement; rather the parties have agreed that should any representations and warranties of any party prove untrue, neither Purchaser Parentthe other party shall have the specific rights and remedies herein specified as the exclusive remedy therefor, Purchaser nor but that no other rights, remedies or causes of action (whether in Law or in equity or whether in contract or in tort) are permitted to any Party as a result of their respective Affiliates makes the untruth of any express or implied such representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilitiesand warranty. PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLERS SET FORTH IN ARTICLE IV AND ARTICLE V, RESPECTIVELY, (X) PURCHASER IS ACQUIRING THE COMPANY ON AN “AS IS, WHERE IS” BASIS AND (Y) NONE OF THE COMPANY, SELLERS OR ANY OTHER PERSON (INCLUDING, ANY STOCKHOLDER, MANAGER, MEMBER, OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF ANY OF THE FOREGOING, WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER CAPACITY) IS MAKING, AND PURCHASER IS NOT RELYING ON, ANY REPRESENTATIONS, WARRANTIES, OR OTHER STATEMENTS OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING THE COMPANY, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO (OR OTHERWISE ACQUIRED BY) PURCHASER OR ANY OF PURCHASER’S REPRESENTATIVES.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V or in any Ancillary Implementing AgreementIII, neither Purchaser Parent nor Purchaser nor any none of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or AffiliatesSeller, the Purchaser Business or with respect to any other information providedFH Share Sellers, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser FH Asset Sellers nor any of their respective Affiliates makes any express or implied representation or warranty with respect to Seller, the Purchaser Parent Retained FH Share Sellers, the FH Asset Sellers, the Transferred FH Companies or their Closing Subsidiaries or any of their respective Affiliates, the FH Shares, the Acquired FH Assets, the FH Assets, the FH Business or with respect to any other information provided, or made available, to Buyer or any of its Affiliates, agents or representatives in connection with the transactions contemplated hereby. None of Seller, the FH Share Sellers, the FH Asset Sellers or any other Person will have or be subject to any liability or other obligation to Buyer, its Affiliates, agents or representatives or any Person resulting from the sale of the FH Shares or the Acquired FH Assets to Buyer or Buyer’s use of, or the use by any of its Affiliates or representatives of any such information, including information, documents, projections, forecasts or other material made available to Buyer, its Affiliates or representatives in any “data rooms,” teaser, confidential information memorandum or management presentations in connection with the transactions contemplated by this Agreement, unless any such information is expressly and specifically included in a representation or warranty contained in this Article III. Each of Seller, the FH Asset Sellers and the FH Share Sellers and their Affiliates disclaims any and all other representations and warranties, whether express or implied. Notwithstanding anything to the contrary contained in this Agreement, neither Seller, the FH Share Sellers, the FH Asset Sellers nor any of their respective Affiliates makes any express or implied representation or warranty with respect to Excluded Assets, Excluded Businesses or Purchaser Parent Retained Liabilities.. 21 ARTICLE IV

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V or in any Ancillary Implementing AgreementIV, neither Purchaser no Parent Party, nor Purchaser nor any of their respective Affiliates, Representatives or any other Person on behalf of any Parent Party, makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses Parties or Purchaser with respect to any other information provided to the Acquired Companies or their Representatives, 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 of the Parent Retained LiabilitiesParties, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) regarding the Parent Parties furnished to the Company or its Representatives or made available to the Company and its Representatives in any “data rooms,” “virtual data rooms,” management presentations, through the SEC’s Xxxxx website, or in any other form in expectation of, or in connection with, the Transactions, or in respect of any other matter or thing whatsoever, and no Affiliate or Representative of the Parent Parties has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement, and the Parent Parties disclaim any other representations or warranties, whether made by the Parent Parties or any of their respective Affiliates or Representatives. No Parent Party nor any other Person will have or be subject to any liability to an Acquired Company or any other Person resulting from the distribution to the Acquired Companies or the Acquired Companies’ use of, any such information, including any information, documents, projections, forecasts or other material made available to the Acquired Companies or their Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Transactions, or in respect of any other matter or thing whatsoever (electronic or otherwise) or otherwise in expectation of the Transactions.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V or in any Ancillary Implementing AgreementIV, neither Purchaser Parent nor Purchaser Parent, Mergxx Xxx nor any of their respective Affiliates, Representatives Representative or any other Person on behalf of either makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser them or any of their Affiliates or any of its or their respective Subsidiaries business, assets, Liabilities, financial condition or Affiliates, the Purchaser Business results of operations or with respect to any other information provided, or made available, provided to Seller Parent or any of its Affiliates or Representatives the Company in connection with the transactions contemplated hereby. Except as expressly set forth Parent and Mergxx Xxx each acknowledges and agrees (in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreementeach case on behalf of Parexx, neither Purchaser Parent nor Purchaser nor any Xxrger Sub, each of their respective Affiliates, Representatives or any other Person has made any representation or warrantyeach of the direct and indirect stockholders, express or impliedpartners, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans managers or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent equity or any security holders of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser Merger Sub or any of their respective Affiliates or Representatives. Each and any Representative of Purchaser Parentany of the foregoing (collectively, Purchaser and their respective Affiliates disclaims any and all representations and warrantiesthe “Parent Related Parties”)), whether express or impliedthat, except for the representations and warranties contained set forth in this Article V III (a) none of the Company, any Affiliates thereof, any direct or indirect stockholder, partner, manager or other equity or security holder of the Company or any Affiliate thereof or any Representative of any of the foregoing (collectively, the “Company Related Parties”) or any other Person makes, or has made, any representations or warranties relating to itself or its business, the Company or its business or any other matter in any Ancillary Implementing Agreement. Notwithstanding anything to connection with the contrary contained in entry into this Agreement, neither Purchaser Parentthe Merger and the other transactions contemplated hereby, Purchaser nor and no Parent Related Party is relying or has relied on any representation or warranty of any Company Related Party or any other Person except for the representations and warranties of the Company expressly set forth in Article III of this Agreement, (b) no Person has been authorized by any Company Related Party to make any representation or warranty relating any Company Related Party or and of their respective Affiliates makes businesses or any express or implied other matter in connection with the entry into this Agreement, the Merger and the other transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by any Parent Related Party or any other Person as having been authorized by any Company Related Party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to any Parent Related Party or any other Person are not and shall not be deemed to be or include representations or warranties of the Company (and have not been relied upon by any Parent Related Party or any other Person) except (and only to the extent that) an express representation or warranty is made by the Company with respect to such materials or information in a representation or warranty of the Purchaser Parent Retained Businesses or Purchaser Parent Retained LiabilitiesCompany set forth in Article III.

No Other Representations or Warranties. (a) Except for the representations and warranties contained expressly set forth in this Article V 5, none of Parent, Merger Sub or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or its Affiliates nor any other Person on behalf of any of them makes or has made any express or implied representation or warranty with respect to Purchaser Parent Parent, its Subsidiaries or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business businesses or with respect to any other information provided, or made available, to Seller Parent the Company, the Company Subsidiaries or any of its their respective Representatives or Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this AgreementTransactions, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other informationthereof. Except to the extent expressly provided in this Agreement with respect to the representations Parent and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser Merger Sub acknowledge and their respective Affiliates disclaims any and all representations and warranties, whether express or impliedagree that, except for the representations and warranties contained made by the Company in this Article V 4 (as qualified by the applicable items disclosed in the Company Disclosure Schedules), neither the Company nor any other Company Related Party is making or has made any representations or warranties, expressed or implied, at law or in equity, with respect to or on behalf of the Company or any of the Company Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or any of the Company Subsidiaries or any other matter furnished or provided to Parent or Merger Sub or made available to Parent, Merger Sub or their Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any Ancillary Implementing Agreementother form in expectation of, or in connection with, this Agreement or the Transactions. Notwithstanding anything Parent and Merger Sub are not relying and specifically disclaim that they are relying upon or have relied upon any such other representations or warranties that may have been made by any Person, and acknowledge and agree that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Parent and Merger Sub have conducted their own independent investigation of the Company and the Company Subsidiaries and the Transactions and have had an opportunity to discuss and ask questions regarding the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any Company and the Company Subsidiaries’ businesses with the management of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained LiabilitiesCompany.

No Other Representations or Warranties. Each of Parent and Merger Sub acknowledge and agree that, except as expressly set forth in Article III and the other Related Agreements (a) Except for and in the representations and warranties contained in this Article V or in certificates delivered at Closing), none of the Company, any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives Company Indemnitor or any other Person makes has made, or is making, and neither Parent nor Merger Sub has relied on (including in making its decision to enter into this Agreement and the other Related Documents and to consummate the Transactions), any representation or warranty, written or oral, express or implied, at law or in equity, in respect of the Company or its business or in connection with the Transactions, including any representations or warranties about the accuracy or completeness of any information or documents previously provided and any other such representations and warranties are hereby expressly disclaimed by Parent and Merger Sub. In connection with the due diligence investigation of the Company by Parent and its Representatives, Parent and its Representatives have received and may continue to receive after the date hereof from the Company and its Affiliates, stockholders, directors, officers, employees, consultants, agents, representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its businesses and operations. Parent hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, and that Parent will have no claim against the Company, or any of its Affiliates, stockholders, directors, officers, employees, consultants, agents, representatives or advisors, or any other Person, with respect thereto, including as to the accuracy or completeness of any information provided. Parent further acknowledges and agrees that neither the Company nor any of its Affiliates, stockholders, directors, officers, employees, consultants, agents, Representatives or advisors has made or is making any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documentsestimates, projections, forecasts, forward-looking statements or business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilitiesplans.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V IV or in any Ancillary Implementing certificate delivered on behalf of the Company pursuant to this Agreement, neither Purchaser Parent the Company nor Purchaser nor any of their respective Affiliates, Representatives or any other Person on behalf of the Company or any of its Subsidiaries makes any other express or implied representation or warranty with respect to Purchaser Parent or Purchaser the Company or any of their respective its Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, provided by or made available, to Seller Parent on behalf of the Company or any of its Affiliates or Representatives Subsidiaries. Parent and Merger Sub are not relying on any representations and warranties in connection with their decision to enter into or perform their obligations under this Agreement or the other Transaction Documents, or to consummate the Merger or the other transactions contemplated hereby. Except as , other than the representations and warranties expressly set forth in the representations and warranties contained in this Article V IV or in any Ancillary Implementing certificate delivered on behalf of the Company pursuant to this Agreement. Without limiting the foregoing, neither Purchaser Parent the Company nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, have or be subject to, to any Liability liability or other obligation to Seller Parent, its Affiliates Merger Sub or their respective Representatives or any other Person resulting from Seller Parent’s, Merger Sub’s or their respective Representatives’ or such other Person’s use of, or the use by of any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans forecasts or other material made available to Seller Parent, its Affiliates Merger Sub or their respective Representatives by any meansor such other Person, including any information made available in any virtual the electronic data roomroom for “Project Xxxx” run by Intralinks, Inc. and maintained by the Company for purposes of the transactions contemplated by this Agreement (collectively, the “Electronic Data Room”), marketing material, confidential information memorandum, management presentations, offering materialsfunctional “break-out” discussions, site tours or visits, diligence calls or meetings or any documents prepared by, or responses to questions submitted on behalf of, Purchaser of Parent, Purchaser Merger Sub or any of their respective Affiliates Representatives or Representatives. Each of Purchaser Parentin any other form in connection with the transactions contemplated by this Agreement, Purchaser unless and their respective Affiliates disclaims to the extent any and all representations and warranties, whether express such information is expressly included in a representation or implied, except for the representations and warranties warranty contained in this Article V IV or in any Ancillary Implementing certificate delivered pursuant to this Agreement. Notwithstanding anything to Neither the contrary contained in this Agreement, neither Purchaser Parent, Purchaser Company nor any other Person on behalf of their respective Affiliates the Company or any of its Subsidiaries makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses accuracy of any financial projections or Purchaser Parent Retained Liabilitiesforecasts relating to the Company or any Company Subsidiary or the forward-looking assumptions on which such financial projections and forecasts are based.

No Other Representations or Warranties. (a) Seller has invited Buyer and Parent to perform, and Buyer and Parent have performed certain due diligence and business investigations with respect to the Predecessor Companies, with the intention that Buyer and Parent form their own conclusions regarding the condition and value of the Predecessor Companies, pursuant to the parties' express intention that the sale of the Stock be without representation or warranty by Seller, express or implied, except as expressly set forth herein and in any agreements, certificates, documents or instruments delivered pursuant hereto. Each of Buyer and Parent has been given such access to the premises, books, records and officers of Company and NEC Yamanashi and NEC Miyagi and has had the opportunity to review such other data and other information with respect to the business and properties of Company and NEC Yamanashi and NEC Miyagi as each of Buyer and Parent has deemed necessary in its sole judgment to evaluate the transactions with Seller contemplated by this Agreement it being understood and agreed that such access and review and the knowledge resulting therefrom should not be construed to amend, modify or mitigate any of the representations and warranties contained herein or in any agreements, certificates, documents or instruments delivered pursuant hereto which remains in full force and effect in accordance with the terms thereof. Except for the representations and warranties contained in this Article V or in 2, none of Seller, any Ancillary Implementing AgreementAffiliate of Seller, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes or has been authorized to make any express or implied representation or warranty with respect to Purchaser Parent warranty, and Seller and its Affiliates hereby disclaim any express or Purchaser implied representation or any of their respective Subsidiaries or Affiliateswarranty, the Purchaser Business or with respect to any other information provided, or made available, to whether by Seller Parent or any of its Affiliates or Representatives any of their respective officers, directors, employees, agents, stockholders, subsidiaries (direct or indirect), partners, advisors, or representatives or any other Person, in connection with the delivery or disclosure to Buyer, Parent or any of their respective officers, directors, employees, agents, advisors or representatives or any other Person of any documentation or other information regarding Seller or Company. Without limiting the generality of the foregoing, except as otherwise provided in Article 2 of this Agreement, Seller and its Affiliates have not made, and shall not be deemed to have made, any representations or warranties (i) in the Confidential Information Memorandum relating to the sale of Company prepared by Deutsche Banc Alex. Xxxxx on behalf of Seller and supplied to Buyer prior to the date hereof (the "Confidential Information Memorandum"), (ii) in any presentation of the business of Company in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V , whether written or oral, (iii) in any Ancillary Implementing Agreementfinancial projection or forecast relating to Company, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or (iv) in any other Person has made any representation documents or warrantyinformation, express whether written or impliedoral, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to Company. No statement contained in the Confidential Information Memorandum, or made in any forecasts, projections such presentation or business plans contained in any such financial projection or forecast or other documents or information (including any Evaluation Material (as defined shall be deemed a representation or warranty hereunder or otherwise unless provided for in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution Section 2 of this Agreement, including as . With respect to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such projection or forecast delivered to Buyer, each of Buyer and Parent acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) it is familiar with such uncertainties, (iii) it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections or business plans or other information. Except and forecasts so furnished to the extent expressly provided in this Agreement with respect to the representations it, and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained (iv) unless otherwise contemplated in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty it shall have no claim against Seller with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilitiesthereto.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained in this Article V ARTICLE III or in any Ancillary Implementing Transaction Agreement, neither Purchaser Parent nor Purchaser nor any none of their respective AffiliatesParent, Representatives the Seller, the Transferred Companies or any other Person makes any other express or implied representation or warranty with respect to Purchaser Parent Parent, the Seller, the Purchased Shares, the Transferred Companies, the Business or Purchaser the transactions contemplated by the Transaction Agreements and any other rights or obligations to be transferred hereunder or pursuant hereto, and each of Parent, the Seller, and each of the Transferred Companies disclaims any other representations or warranties, whether made by Parent, the Seller, any of the Transferred Companies or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives Representatives, in each case in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V hereby or in by any Ancillary Implementing Transaction Agreement, and neither Purchaser Parent nor Purchaser the Transferred Companies nor any of their respective Affiliates, Affiliates or Representatives or has any other Person has made any representation or warrantyauthority, express or implied, as to make any representations, warranties, covenants or agreements not specifically set forth in this Agreement or any Transaction Agreement and subject to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly limited remedies provided in this Agreement with respect to and the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or RepresentativesTransaction Agreements. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except Except for the representations and warranties expressly contained in this Article V ARTICLE III or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Transaction Agreement, neither Purchaser Parent, Purchaser nor any of the Seller, the Transferred Companies and their respective Affiliates makes and Representatives hereby disclaim all liability and responsibility for any express representation, warranty, projection, forecast, statement, or implied representation information made, communicated, or warranty with respect furnished (orally or in writing) to Buyer or its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided by any director, officer, employee, agent, consultant, or representative of Parent, the Purchaser Parent Retained Businesses Seller or Purchaser Parent Retained Liabilitiesthe Transferred Companies). Parent, the Seller, the Transferred Companies, and their respective Affiliates and Representatives make no representations or warranties to Buyer regarding the probable success or profitability of the Business.

No Other Representations or Warranties. NONE OF THE COMPANY, HOLDCO, OR THEIR RESPECTIVE AFFILIATES, REPRESENTATIVES, EMPLOYEES, DIRECTORS, MANAGERS, OFFICERS OR EQUITYHOLDERS HAS MADE ANY REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY OF ANY NATURE WHATSOEVER RELATING TO ANY OF THE SELLERS, HOLDCO, THE COMPANY, THE BUSINESS, OR THE ASSETS OF HOLDCO OR THE COMPANY OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III (aAS QUALIFIED BY THE DISCLOSURE SCHEDULES) Except for AND ARTICLE II. Without limiting the representations and warranties contained in this Article V generality of the foregoing, none of the Company, Holdco, nor any Affiliate of the Company or in any Ancillary Implementing AgreementHoldco, neither Purchaser Parent nor Purchaser nor any of their respective AffiliatesRepresentatives, Representatives employees, officers, directors, managers, or equityholders has made, and will not be deemed to have made, any other Person makes any express representations or implied representation or warranty warranties in the materials relating to the Business (including with respect to Purchaser Parent the completeness or Purchaser or any accuracy of their respective Subsidiaries or Affiliatessuch materials) made available to Buyer, the Purchaser Business or with respect to any other information providedincluding due diligence materials, or made availablein any presentation of the Business by management of the Company, to Seller Parent Holdco, or any of its Affiliates or Representatives others in connection with the transactions contemplated hereby. Except as , and no statement contained in any of such materials or made in any such presentation will be deemed a representation or warranty hereunder and deemed to be relied upon by Xxxxx in executing, delivering, and performing this Agreement and the Contemplated Transactions, except for those representations and warranties expressly set forth in this ARTICLE III (as qualified by the Disclosure Schedules) and ARTICLE II. It is understood that any cost estimates, projections, or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including any offering memorandum or similar materials made available by any of the Sellers, Holdco, the Company and their respective Affiliates and Representatives, are not and will not be deemed to be or to include representations and or warranties contained in this Article V of the Company, Holdco or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the except for those representations and warranties contained expressly set forth in this Article V or ARTICLE III (as qualified by the Disclosure Schedules) and ARTICLE II, and are not and will not be deemed to be relied upon by Xxxxx in any Ancillary Implementing Agreementexecuting, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or delivering and performing this Agreement and the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained LiabilitiesContemplated Transactions.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V Section 2 and in the Purchase Agreement (and notwithstanding the delivery or in disclosure to Holder or its Representatives of any Ancillary Implementing Agreementdocumentation, neither Purchaser projections, estimates, budgets or other information), Holder acknowledges that none of Parent nor Purchaser nor or any of their its respective Affiliates, Representatives Subsidiaries or any other Person on behalf of Parent has made or makes any other express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations , and warranties contained in this Article V or in Holder has not relied on any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any such representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller warranty from Parent or any of its Subsidiaries or Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will haveon behalf of Parent in determining to enter into this Agreement. Without limiting the foregoing, Holder acknowledges that (a) none of Parent or be subject to, any Liability or other obligation to Seller Parent, of its respective Affiliates or Representatives Subsidiaries or any other Person resulting from Seller Parent’s use ofon behalf of Parent has made or makes any representation or warranty regarding future operating or financial results, or the use by any of its Affiliates or Representatives of, any information, including information, documentsestimates, projections, forecasts, business plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects), and Holder has not relied on any such representation or warranty from Parent or any of its Subsidiaries or Affiliates or any other material Person on behalf of Parent in determining to enter into this Agreement and (b) Holder shall not have any claim against Parent or any of its Subsidiaries resulting from any such information provided or made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser Holder or any of their respective Affiliates or its Representatives, and any such claim is hereby expressly waived. Each of Purchaser Parent, Purchaser Holder agrees and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, acknowledges that neither Purchaser Parent, Purchaser Parent nor any of their respective Affiliates makes its affiliates has offered any express or implied representation or warranty tax advice to Holder in connection with respect the transactions contemplated by this agreement, that Holder has sought counsel from its own advisors to the Purchaser extent it deemed necessary, and that neither Parent Retained Businesses nor any of its affiliates is making any representation, warranty or Purchaser Parent Retained Liabilitiesother guarantee regarding the tax consequences of the transactions contemplated by this Agreement.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing AgreementIV, neither Purchaser Parent the Company nor Purchaser nor any of their respective Affiliates, Representatives or any other Person on behalf of the Company makes, or has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this AgreementCompany, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf ofof itself, Purchaser Parent, Purchaser or any each of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser the Company’s Subsidiaries and their respective Affiliates disclaims any and all representations and warrantiesRepresentatives, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes hereby disclaims) any express or implied representation or warranty with respect to the Purchaser Company or any of the Company’s Subsidiaries or with respect to the accuracy or completeness of any information provided, or made available, to Parent, Acquisition Sub or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement, and Parent Retained Businesses and Acquisition Sub and their respective Representatives and Affiliates are not relying on, and waive any claim based on reliance on, any representation, warranty or Purchaser other information of the Company, any of the Company’s Subsidiaries or any other Person except for those expressly set forth in this Article IV. None of the Company, any of the Company’s Subsidiaries or any other Person makes (and the Company, on behalf of itself, each of the Company’s Subsidiaries and their respective Affiliates and Representatives, hereby disclaims) any express or implied representation or warranty (including as to completeness or accuracy) to Parent Retained Liabilitiesor Acquisition Sub with respect to, and none of the Company, the Company’s Subsidiaries or any other Person shall be subject to, any liability to Parent, Acquisition Sub or any other Person resulting from, the Company, the Company’s Subsidiaries or their respective Representatives providing or making available to Parent, Acquisition Sub or any of their Affiliates or their respective Representatives, or resulting from the omission of, any estimate, projection, prediction, forecast, data, financial information, memorandum, presentation or any other materials or information, including any materials or information made available to Parent or its Representatives or Affiliates in connection with presentations by the Company’s management or information made available on any electronic data room for “Project Quantum” and maintained by the Company for purposes of the Merger and the other transactions contemplated by this Agreement, including the electronic data room hosted by Intralinks under the title Project Quantum (collectively, the “VDR”). Except for the representations and warranties contained in Article V, the Company acknowledges and agrees that none of Parent, Xxxxxx’s Subsidiaries (including Acquisition Sub) or any other Person on behalf of Parent makes, or has made, any express or implied representation or warranty with respect to Parent or Acquisition Sub, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement, and the Company is not relying on any representation, warranty or other information of any Person except for those expressly set forth herein.

No Other Representations or Warranties. (a) Except for Each of the Starwood Waypoint Parties acknowledges that in making the determination to proceed with the transactions contemplated by this Agreement, it has relied solely on the results of its own independent investigation and the representations and warranties contained expressly set forth in this Article V V. None of the Invitation Homes Entities or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Affiliates or Representatives or any other Person makes any other express or implied representation or warranty warranty, at law or in equity, with respect to Purchaser Parent or Purchaser the Invitation Homes Entities or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof of any information regarding their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects or any other information provided to the Starwood Waypoint Parties or their Affiliates or Representatives (any such information described in this Section 9.14(a), the “Invitation Homes Provided Information”), notwithstanding the delivery or disclosure to the Starwood Waypoint Parties or its Affiliates or Representatives of any documentation, estimates, projections, forecasts or other information by the Invitation Homes Parties or any of their respective Representatives or Affiliates with respect to any one or more of the foregoing, including any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Invitation Homes Parties or any of their respective Representatives or Affiliates or the reasonableness future business, operations or affairs of the Invitation Homes Parties or any assumptions underlying any such forecasts, projections of their respective Representatives or business plans Affiliates heretofore or other information. Except hereafter delivered to or made available to the Starwood Waypoint Parties or its Representatives or Affiliates. To the fullest extent expressly provided in this Agreement permitted by applicable Law and subject to Section 9.8, except with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor breach of any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability covenant or other obligation to Seller Parentagreement of the Invitation Homes Parties contained herein, its none of the Invitation Homes Parties, their Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims Representatives shall have any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything liability to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor Starwood Waypoint Parties or any of their respective Affiliates makes or Representatives on any express basis (whether based on contract, tort, equity or implied representation strict liability, by the enforcement of any assessment, by any legal or warranty with respect equitable proceeding, by virtue of any laws, including any applicable federal or state securities laws, or otherwise and whether by or through attempted piercing of the corporate veil) based upon any Invitation Homes Provided Information or statements (or any omissions therefrom) provided or made available by the Invitation Homes Parties or their Affiliates and Representatives to the Purchaser Parent Retained Businesses Starwood Waypoint Parties or Purchaser Parent Retained Liabilitiestheir Affiliates and Representatives in connection with the transactions contemplated by this Agreement.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V or in None of Wellmont nor any Ancillary Implementing Agreementaffiliate thereof, neither Purchaser Parent nor Purchaser nor any of their respective Affiliatesagents (financial, Representatives legal or otherwise), makes or has made any representations or warranties, express or implied, of any nature whatsoever relating to Wellmont or the Wellmont Subsidiaries or the business of Wellmont and the Wellmont Subsidiaries or otherwise in connection with the transactions contemplated by this Agreement, other than those representations and warranties of Wellmont expressly set forth in this ARTICLE III. Wellmont hereby expressly disclaims, and MSHA acknowledges that it is not relying on, any other Person makes express or implied representations or warranties with respect to any matter whatsoever, including any express or implied representation or warranty with respect as to Purchaser Parent the completeness of the information contained in this Agreement. Without limiting the generality of the foregoing, MSHA acknowledges that none of Wellmont nor any affiliate or Purchaser agents thereof has made, and shall not be deemed to have made, any representations or any of their respective Subsidiaries warranties, express or Affiliatesimplied, in, or concerning the accuracy or completeness of, the Purchaser Business or with respect materials relating to any other information providedthe business of Wellmont and the Wellmont Subsidiaries made available to MSHA and its affiliates and agents, including due diligence materials, or made availablein any presentation about the business of Wellmont and the Wellmont Subsidiaries by Wellmont, to Seller Parent management of Wellmont or any of its Affiliates or Representatives others in connection with the transactions contemplated hereby. Except as expressly set forth in the representations by this Agreement, and warranties no statement contained in this Article V any of such materials or made in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any such presentation shall be a representation or warrantywarranty hereunder or otherwise or be relied upon by MSHA in executing, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to delivering and performing this Agreement. MSHA acknowledges that any forecastscost estimates, projections or business plans or other predictions, any data, any future financial information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates memoranda or Representatives in connection with Seller Parent’s review of Purchaser offering materials or the Purchaser Business and the negotiation and execution of this Agreementpresentations, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject but not limited to, any Liability confidential information memorandum or other obligation to Seller Parentsimilar materials made available by Wellmont, its Affiliates affiliates or Representatives agents are not and shall not be deemed to be or any other Person resulting from Seller Parent’s use ofto include representations or warranties of Wellmont, and are not and shall not be relied upon by MSHA or the use by any of its Affiliates or Representatives ofaffiliates in executing, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser delivering and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in performing this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything Furthermore, Wellmont and MSHA each hereby acknowledge that this Agreement embodies the justifiable expectations of sophisticated parties derived from arm’s-length negotiations; all parties to the contrary contained this Agreement specifically acknowledge that no party has any special relationship with another party that would justify any expectation beyond that of an ordinary buyer and an ordinary seller in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilitiesan arm’s- length transaction.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V (as qualified by the applicable items disclosed in Purchaser’s Disclosure Letter), the Shareholder Agreement and any certificate delivered pursuant hereto or in any Ancillary Implementing Agreementthereto, neither none of Purchaser Parent nor Purchaser nor or any of their respective Affiliates, its Affiliates or Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or on behalf of Purchaser or any of their respective Subsidiaries or its Affiliates, the and Purchaser Business or with respect to hereby disclaims any other information providedrepresentations or warranties, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in subject matter of this Article V or in any Ancillary Implementing Agreement. Furthermore, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or without limiting the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or impliedforegoing sentence, except for the representations and warranties contained in this Article V (as qualified by Purchaser’s Disclosure Letter), the Shareholder Agreement and any certificate delivered pursuant hereto or thereto, Purchaser does not give or make any warranty or representation as to (and shall have no indemnification obligation or, in the absence of Fraud, other liabilities in respect of) the accuracy or reasonableness of any Ancillary Implementing Agreement. Notwithstanding anything forecasts, estimates, projections, statements of intent or statements of opinion provided to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor the Target Company, any of their respective Affiliates, or any of their respective Representatives on or prior to the date of this Agreement in connection with this Agreement, including in any management presentations or made available in the Virtual Data Room or otherwise. Each of Parent and the Target Company acknowledges and agrees that, except for the representations and warranties contained in this Article V (as qualified by Purchaser’s Disclosure Letter), the Shareholder Agreement and any certificate delivered pursuant hereto or thereto, neither of Purchaser or any of its Affiliates makes is making any express or implied representation or warranty regarding any documents, projections, forecasts, statement or other information made, communicated or furnished (orally, in writing, in the Virtual Data Room, in management presentations (including any questions posed and answers given and any related discussions, whether formal or informal) or otherwise) to Parent, the Target Company, any of their respective Affiliates, or any of their respective Representatives (including any opinion, information, projection or advice that may have been or may be provided to such Person by any Representatives of Purchaser or any of its Affiliates), in connection with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilitiesthis Agreement.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V or in any Ancillary Implementing AgreementIII, neither Purchaser Parent nor Purchaser Seller, the other Seller Entities nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser Seller, the other Seller Entities, the Purchased Companies or any of their respective Subsidiaries or Affiliates, the Purchaser Purchased Assets, the Business or with respect to any other information provided, or made available, to Seller Parent Purchaser or any of its Affiliates or Representatives in connection with the Transaction and the other transactions contemplated herebyby this Agreement. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser Neither Seller nor any of their respective its Affiliates, Representatives or any other Person has made any express or implied representation or warranty, express or implied, as warranty with respect to the prospects of Purchaser or the Purchaser Business or their profitabilityits profitability for Purchaser, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent Purchaser or any of its Affiliates or Representatives in connection with Seller ParentPurchaser’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent as expressly provided set forth in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser Seller, the other Seller Entities nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability to Purchaser or other obligation to Seller Parent, any of its Affiliates or Representatives or any other Person resulting from Seller ParentPurchaser’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material (including any Evaluation Material (as defined in the Confidentiality Agreement)) made available to Seller ParentPurchaser, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser ParentSeller, Purchaser the other Seller Entities or any of their respective Affiliates or Representatives, or Purchaser or its Affiliates or Representatives or any of Purchaser’s potential financing sources in connection with Purchaser’s financing activities with respect to the transactions contemplated by this Agreement. Each of Purchaser Parent, Purchaser Seller and the other Seller Entities and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing AgreementIII. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, neither Purchaser ParentSeller, Purchaser the other Seller Entities nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses Excluded Assets or Purchaser Parent the Retained Liabilities.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V IV and the other Transaction Documents, none of Parent, Purchaser or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser Purchaser, Parent, or any of their respective Subsidiaries Subsidiaries, Affiliates or Affiliatesbusinesses, the Purchaser Business Parent Common Stock, the Share Issuance, or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the Transaction and the other transactions contemplated herebyby this Agreement or the other Transaction Documents. Except as expressly set forth in the representations and warranties contained in this Article V None of Parent, Purchaser or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any express or implied representation or warranty, express or implied, as warranty with respect to the prospects of Purchaser the business of Parent, Purchaser, or any of their respective Subsidiaries or Affiliates, their respective businesses or the Purchaser Business or their profitabilityprofitability thereof, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material Confidential Information (as defined in the Purchaser Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller ParentSeller’s review of the businesses of Parent, Purchaser or the Purchaser Business and their respective Subsidiaries and Affiliates and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to for the representations and warranties contained in this Article V IV and the other Transaction Documents, none of Parent, Purchaser or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, or any of its Affiliates or Representatives or any other Person resulting from Seller Parentthe Share Issuance or the sale and purchase of the Parent Common Stock or Seller’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material (including any Confidential Information (as defined in the Purchaser Confidentiality Agreement)) made available to Seller ParentSeller, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives, or Seller, the other Seller Entities or any of their Affiliates or Representatives, with respect to the transactions contemplated by this Agreement or the other Transaction Documents. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V IV or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilitiesother Transaction Documents.

No Other Representations or Warranties. Purchaser acknowledges that (a) Except for none of Seller, the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser Seller Entities or any of their respective Subsidiaries Affiliates has made any representation or Affiliateswarranty, expressed or implied, as to the Purchased Assets, the Purchaser Assumed Liabilities, the Business, the Purchased Companies, their financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Purchased Assets, the Assumed Liabilities, the Business or with respect the Purchased Companies furnished or made available to Purchaser and its Affiliates and Representatives, except as expressly set forth in this Article III or in any certificate delivered hereunder or any other Transaction Document, (b) Purchaser has not relied on any representation or warranty from Seller, the Seller Entities or any of their respective Affiliates in determining to enter into this Agreement, except as expressly set forth in this Article III or in any certificate delivered hereunder or any other Transaction Document, and (c) except as expressly set forth in this Article III or in any certificate delivered hereunder or any other Transaction Document, none of Seller, the Seller Entities or any of their respective Affiliates shall have or be subject to any other information provided, or made available, Liability to Seller Parent Purchaser or any of its Affiliates or Representatives in connection with resulting from the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as distribution to the prospects of Purchaser or the Purchaser Business its Affiliates or their profitabilityRepresentatives, or with respect to Purchaser’s or its Affiliates’ or Representatives’ use of, any forecastssuch information, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered information, documents or material made available to Seller Parent Purchaser or any of its Affiliates or Representatives in connection with Seller Parent’s review any “data rooms,” management presentations or in any other form in expectation of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, the Transaction and the other transactions contemplated hereby. Purchaser acknowledges that, should the Closing occur, Purchaser shall acquire the Purchased Assets (including the Purchased Entity Shares and the Purchased Venture Interests), Assumed Liabilities and Business without any representation or warranty as to the accuracy merchantability or completeness fitness thereof or the reasonableness of for any assumptions underlying any such forecastsparticular purpose, projections or business plans or other information. Except to the extent in an “as is” condition and on a “where is” basis, except as otherwise expressly provided set forth in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives certificate delivered hereunder or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained LiabilitiesTransaction Document.

No Other Representations or Warranties. (a) Except for the representations and warranties contained made by the Parent Parties in this Article V IV, none of the Parent Parties, any of their Affiliates or any other Person has made or is making any express or implied, at law or in equity, representation or warranty with respect to or on behalf of the Parent Parties or any Ancillary Implementing Agreementof their Affiliates, neither Purchaser their businesses, operations, assets, liabilities, financial condition or results of operations or the accuracy or completeness of any information regarding the Parent nor Purchaser nor Parties or their Affiliates or any other matter notwithstanding the delivery or disclosure to the Company and its Subsidiaries, or any of their respective Representatives or Affiliates of any documentation or other information by the Parent Parties or any of their Affiliates or any of their respective Representatives in expectation of, or in connection with, this Agreement or the Transactions or with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Parent Parties or any of their respective Affiliates or the future business, operations or affairs of the Parent Parties or any of their respective Affiliates heretofore or hereafter delivered to or made available to the Company or its Subsidiaries or any of their respective Representatives or Affiliates. The Parent Parties and their Affiliates hereby disclaim any other representations or warranties, Representatives whether made by the Parent Parties or any of their respective Affiliates or Representatives. Except for the express representations and warranties made by the Company in ARTICLE III, the Parent Parties hereby acknowledge and agree that none of the Company, any of its Subsidiaries or any other Person makes has made or is making any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any on behalf of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent Company or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives and the Parent Parties hereby expressly disclaim reliance upon any representations or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or warranties with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in on behalf of the Confidentiality Agreement)) delivered to Seller Parent Company or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives whether made by the Company or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser Subsidiaries or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained made by the Company in this Article V ARTICLE III. Without limiting the generality of the foregoing, and notwithstanding the delivery or in any Ancillary Implementing Agreement. Notwithstanding anything disclosure to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor Parent Parties or any of their respective Representatives or Affiliates makes of any documentation or other information by the Company or any of its Subsidiaries or any of its or their Representatives with respect to any one or more of the following, the Parent Parties hereby acknowledge and agree that neither the Company nor any other Person make, and the Parent Parties hereby expressly disclaim reliance upon, any express or implied representation or warranty with respect to or on behalf of the Purchaser Company or any other Person with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to the Parent Retained Businesses Parties or Purchaser Parent Retained Liabilities.any of their respective Representatives or Affiliates. ARTICLE V

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing AgreementIII, neither Purchaser Parent the Seller, the Company, any Subsidiary of the foregoing, nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warrantyon behalf of the Seller, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject toCompany, any Liability or other obligation to Seller ParentSubsidiary of the foregoing, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express has made or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses Seller, the Company, any Subsidiary of the foregoing, or Purchaser Parent Retained Liabilitiesany of their assets, properties and businesses, the transactions contemplated by this Agreement or the Ancillary Agreements, or with respect to any other information provided to the Buyer, its Affiliates or Representatives in connection with the transactions contemplated hereby or thereby. Neither the Seller, the Company, any Subsidiary of the foregoing, nor any other Person on behalf of the Seller, the Company, any Subsidiary of the foregoing, or any 41 of their respective Affiliates or Representatives, shall have, or be subject to, any liability or obligation to the Buyer, its Affiliates or Representatives or any other Person resulting from the distribution to the Buyer or the Buyer’s use of, or the use by any of the Buyer’s Affiliates or Representatives of, any information provided to the Buyer, its Affiliates or Representatives in connection with the transactions contemplated hereby, including any information, documents, projections, forecasts or other material made available to the Buyer, its Affiliates or Representatives in certain “data rooms,” confidential information memoranda, descriptive memoranda, or presentations by or discussions with management in expectation of the transactions contemplated by this Agreement, unless and solely to the extent that any such information is expressly and specifically included in a representation or warranty contained in this Article III. THE SELLER HEREBY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article V or in any Ancillary Implementing AgreementIII, neither Purchaser Parent nor Purchaser Seller, the other Seller Entities nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser Seller, the other Seller Entities, or any of their respective Subsidiaries or Affiliates, the Purchaser Purchased Assets, the Assumed Liabilities, the Business or with respect to any other information provided, or made available, to Seller Parent Purchaser or any of its Affiliates or Representatives in connection with the Transaction and the other transactions contemplated herebyby this Agreement. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser Neither Seller nor any of their respective its Affiliates, Representatives or any other Person has made any express or implied representation or warranty, express or implied, as warranty with respect to the prospects of Purchaser or the Purchaser Business or their profitabilityits profitability for Purchaser, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent Purchaser or any of its Affiliates or Representatives in connection with Seller ParentPurchaser’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to Neither Seller, the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser other Seller Entities nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, Purchaser or any of its Affiliates or Representatives or any other Person resulting from Seller Parentthe sale and purchase of the Purchased Assets or the Business or Purchaser’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material (including any Evaluation Material (as defined in the Confidentiality Agreement)) made available to Seller ParentPurchaser, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser ParentSeller, Purchaser the other Seller Entities or any of their respective Affiliates or Representatives, or Purchaser or its Affiliates or Representatives or any of Purchaser’s potential financing sources in connection with Purchaser’s financing activities with respect to the transactions contemplated by this Agreement. Each of Purchaser Parent, Purchaser Seller and the other Seller Entities and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained LiabilitiesIII.

No Other Representations or Warranties. (a) Except for No Reliance. Purchaser acknowledges and agrees that the only representations and warranties contained in this Article V made by Parent or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective its Affiliates, Representatives or any other Person makes or entity on behalf of Parent or any of its Affiliates are the ones expressly set forth in Article III, and Purchaser and its Affiliates have not relied upon, any representation or warranty, whether express or implied representation or warranty implied, with respect to the Business, Parent, the Transferred Entities or any Affiliate thereof, or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Purchaser or its Representatives by or on behalf of Parent or any Representative thereof. Purchaser acknowledges and agrees that none of Parent or any Affiliate thereof, or any other Person or entity on behalf of Parent or any Affiliate thereof, has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Purchaser or any of their respective Subsidiaries its Representatives of future revenues, future results of operations (or Affiliatesany component thereof), future cash flows or future financial condition (or any component thereof) of any of Parent, the Purchaser Transferred Entities or any Affiliates thereof or the Business or with respect to any other information providedfuture Environmental Laws. Purchaser acknowledges and agrees that none of Parent or any Affiliate thereof, or any other Person or entity on behalf of Parent or any Affiliate thereof, has made availableor makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to Seller the Carrier Assets or the Carrier Liabilities. Purchaser acknowledges and agrees that neither Purchaser nor any of its Affiliates shall have any claim or cause of action under any theory of law (whether based in tort, contract or otherwise) against Parent or any of its Affiliates relating to any representations and warranties as to Parent, any of its Affiliates, the Business or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth by this Agreement other than in the representations case of Fraud and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement only with respect to the representations and warranties contained expressly set forth in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained LiabilitiesIII.